AMENDED AND RESTATED DECLARATION
                                
                            OF TRUST
                                
                   Ingersoll-Rand Financing I
                                
                   Dated as of March 23, 1998



                       TABLE OF CONTENTS

                                                              Page

     ARTICLE I      INTERPRETATION AND DEFINITIONS

 SECTION 1.1    DEFINITIONS                                     1

     ARTICLE II          TRUST INDENTURE ACT

 SECTION 2.1    TRUST INDENTURE ACT; APPLICATION               10
 SECTION 2.2    LISTS OF HOLDERS OF SECURITIES                 10
 SECTION 2.3    REPORTS BY THE INSTITUTIONAL TRUSTEE           11
 SECTION 2.4    PERIODIC REPORTS TO INSTITUTIONAL TRUSTEE      11
 SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS
                PRECEDENT                                      11
 SECTION 2.6    EVENTS OF DEFAULT; WAIVER                      11
 SECTION 2.7    EVENT OF DEFAULT; NOTICE                       13

     ARTICLE III             ORGANIZATION

 SECTION 3.1    NAME                                           13
 SECTION 3.2    OFFICE                                         13
 SECTION 3.3    PURPOSE                                        13
 SECTION 3.4    AUTHORITY                                      14
 SECTION 3.5    TITLE TO PROPERTY OF THE TRUST                 14
 SECTION 3.6    POWERS AND DUTIES OF THE REGULAR TRUSTEES      14
 SECTION 3.7    PROHIBITION OF ACTIONS BY THE TRUST AND
                THE TRUSTEES                                   17
 SECTION 3.8    POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE 17
 SECTION 3.9    CERTAIN DUTIES AND RESPONSIBILITIES OF THE
                INSTITUTIONAL TRUSTEE                          19
 SECTION 3.10   CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE        21
 SECTION 3.11   DELAWARE TRUSTEE                               22
 SECTION 3.12   EXECUTION OF DOCUMENTS                         22
 SECTION 3.13   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE
                OF SECURITIES                                  23
 SECTION 3.14   DURATION OF TRUST                              23
 SECTION 3.15   MERGERS                                        23

     ARTICLE IV                SPONSOR

 SECTION 4.1    SPONSOR'S PURCHASE OF COMMON SECURITIES        24
 SECTION 4.2    RIGHTS AND RESPONSIBILITIES OF THE SPONSOR     25
 SECTION 4.3    RIGHT TO PROCEED                               25
 SECTION 4.4    EXPENSES                                       25

     ARTICLE V                 TRUSTEES

 SECTION 5.1    NUMBER OF TRUSTEES                             26
 SECTION 5.2    DELAWARE TRUSTEE                               26
 SECTION 5.3    INSTITUTIONAL TRUSTEE; ELIGIBILITY             27
 SECTION 5.4    CERTAIN QUALIFICATIONS OF REGULAR TRUSTEES AND
                DELAWARE TRUSTEE GENERALLY                     28
 SECTION 5.5    REGULAR TRUSTEES                               28
 SECTION 5.6    APPOINTMENT, REMOVAL AND RESIGNATION OF
                TRUSTEES                                       28
 SECTION 5.7    VACANCIES AMONG TRUSTEES                       30
 SECTION 5.8    EFFECT OF VACANCIES                            30
 SECTION 5.9    MEETINGS                                       30
 SECTION 5.10   DELEGATION OF POWER                            30
 SECTION 5.11   MERGER, CONVERSION. CONSOLIDATION OR
                SUCCESSION TO BUSINESS                         31

     ARTICLE VI             THE SECURITIES

 SECTION 6.1    DESIGNATION AND NUMBER.                        31
 SECTION 6.2    DISTRIBUTIONS.                                 31
 SECTION 6.3    LIQUIDATION DISTRIBUTION UPON DISSOLUTION.     33
 SECTION 6.4    REDEMPTION AND DISTRIBUTION                    33
 SECTION 6.5    REDEMPTION OR DISTRIBUTION PROCEDURES.         34
 SECTION 6.6    REPAYMENT AT OPTION OF HOLDERS.                35
 SECTION 6.7    VOTING RIGHTS - CAPITAL SECURITIES.            36
 SECTION 6.8    VOTING RIGHTS - COMMON SECURITIES.             38
 SECTION 6.9    AMENDMENTS TO DECLARATION AND INDENTURE.       39
 SECTION 6.10   REFERENCE TO PRO RATA.                         39
 SECTION 6.11   RANKING.                                       40
 SECTION 6.12   ACCEPTANCE OF SECURITIES GUARANTEE AND
                INDENTURE.                                     40
 SECTION 6.13   NO PREEMPTIVE RIGHTS                           40
 SECTION 6.14   MISCELLANEOUS                                  40
 SECTION 6.15   PAYING AGENT                                   41

     ARTICLE VII         TERMINATION OF TRUST

 SECTION 7.1    TERMINATION OF TRUST                           41

     ARTICLE VIII       TRANSFER OF INTERESTS

 SECTION 8.1    TRANSFER OF SECURITIES                         42
 SECTION 8.2    TRANSFER OF CERTIFICATES                       42
 SECTION 8.3    DEEMED SECURITY HOLDERS                        43
 SECTION 8.4    BOOK ENTRY INTERESTS                           43
 SECTION 8.5    NOTICES TO CLEARING AGENCY                     43
 SECTION 8.6    APPOINTMENT OF SUCCESSOR CLEARING AGENCY       44
 SECTION 8.7    DEFINITIVE CAPITAL SECURITY CERTIFICATES       44
 SECTION 8.8    MUTILATED, DESTROYED, LOST OR STOLEN
                CERTIFICATES                                   44

     ARTICLE IXLIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
 TRUSTEES OR OTHERS

 SECTION 9.1    LIABILITY                                      45
 SECTION 9.2    EXCULPATION                                    45
 SECTION 9.3    FIDUCIARY DUTY                                 46
 SECTION 9.4    INDEMNIFICATION                                46
 SECTION 9.5    OUTSIDE BUSINESSES                             49

     ARTICLE X                ACCOUNTING

 SECTION 10.1   FISCAL YEAR                                    49
 SECTION 10.2   CERTAIN ACCOUNTING MATTERS                     49
 SECTION 10.3   BANKING                                        50
 SECTION 10.4   WITHHOLDING                                    50

     ARTICLE XI        AMENDMENTS AND MEETINGS

 SECTION 11.1   AMENDMENTS                                     50
 SECTION 11.2   MEETINGS OF THE HOLDERS OF SECURITIES; ACTION
                BY WRITTEN CONSENT                             52

     ARTICLE XIIREPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND
 DELAWARE TRUSTEE
     
 SECTION 12.1   REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL
                TRUSTEE                                        53
 SECTION 12.2   REPRESENTATIONS AND WARRANTIES OF DELAWARE
                TRUSTEE                                        54

     ARTICLE XIII           MISCELLANEOUS

 SECTION 13.1   NOTICES                                        55
 SECTION 13.2   GOVERNING LAW                                  56
 SECTION 13.3   INTENTION OF THE PARTIES                       56
 SECTION 13.4   HEADINGS                                       56
 SECTION 13.5   SUCCESSORS AND ASSIGNS                         56
 SECTION 13.6   PARTIAL ENFORCEABILITY                         56
 SECTION 13.7   COUNTERPARTS                                   56
 SECTION 13.8   REMARKETING                                    56


                      AMENDED AND RESTATED
                      DECLARATION OF TRUST
                               OF
                   Ingersoll-Rand Financing I
                                
                         March 23, 1998
                                
     AMENDED    AND   RESTATED   DECLARATION   OF   TRUST    (the
"Declaration") dated and effective as of March 23, 1998,  by  the
Trustees (as defined herein), the Sponsor (as defined herein) and
by  the  Holders (as defined herein), from time to time,  of  the
securities  representing undivided beneficial  interests  in  the
assets of the Trust to be issued pursuant to this Declaration;

     WHEREAS, certain of the Trustees and the Sponsor established
Ingersoll-Rand  Financing  I (the "Trust"),  a  trust  under  the
Business  Trust  Act  (as defined herein)  pursuant  to  a  trust
agreement   dated   as   of  August  18,  1997   (the   "Original
Declaration"),  and  a  Certificate  of  Trust  filed  with   the
Secretary  of State of the State of Delaware on August 18,  1997,
for  the  sole purpose of issuing and selling certain  securities
representing undivided beneficial interests in the assets of  the
Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (as defined herein);
     
     WHEREAS,  prior  to the date hereof, the Sponsor  removed  a
trustee of the Trust and substituted First Chicago Delaware  Inc.
as a trustee of the Trust;

     WHEREAS, in connection with such removal and substitution of
trustees,  a  Restated Certificate of Trust was  filed  with  the
Secretary of State of Delaware on March 19, 1998;

     WHEREAS,  all  of  the  Trustees and the  Sponsor,  by  this
Declaration, amend and restate each and every term and  provision
of the Original Declaration;

     NOW, THEREFORE, it being the intention of the parties hereto
to  continue  the  Trust as a business trust under  the  Business
Trust  Act  and  that this Declaration constitute  the  governing
instrument of such business trust, the Trustees declare that  all
assets  contributed to the Trust will be held in  trust  for  the
benefit of the Trust and the Holders, from time to time,  of  the
securities  representing undivided beneficial  interests  in  the
assets  of  the Trust issued hereunder, subject to the provisions
of this Declaration.

                           ARTICLE I

                 INTERPRETATION AND DEFINITIONS

SECTION I.1     DEFINITIONS

     Unless the context otherwise requires:

     (a)    capitalized  terms used in this Declaration  but  not
defined  in  the  preamble  above have  the  respective  meanings
assigned to them in this Section 1.1;

     (b)    a  term defined anywhere in this Declaration has  the
same meaning throughout;

     (c)     all   references  to  "the  Declaration"  or   "this
Declaration" are to this Declaration as modified, supplemented or
amended from time to time;

     (d)    all  references in this Declaration to  Articles  and
Sections and Annexes and Exhibits are to Articles and Sections of
and  Annexes  and  Exhibits to this Declaration unless  otherwise
specified;

     (e)   a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in
this Declaration or unless the context otherwise requires; and

     (f)    a  reference to the singular includes the plural  and
vice versa.

          "Affiliate" has the same meaning as given to that  term
in  Rule  405  of  the  Securities  Act  or  any  successor  rule
thereunder.

          "Agent" means any Paying Agent.

          "Applicable Ownership Interest" means, with respect  to
an Income PRIDES and the U.S. Treasury Securities in the Treasury
Portfolio,  (A)  a 1/40, or 2.5%, undivided beneficial  ownership
interest  in a $1,000 principal or interest amount of a principal
or  interest strip in a U.S. Treasury Security included  in  such
Treasury Portfolio which matures on or prior to May 15, 2001  and
(B)  for  each scheduled interest payment date on the  Debentures
that  occurs  after  the Tax Event Redemption  Date,  a  .038875%
undivided  beneficial ownership interest in a $1,000 face  amount
of  such  U.S. Treasury Security which is a principal or interest
strip maturing on such date.

          "Applicable Principal Amount" means either (i)  if  the
Tax  Event  Redemption Date occurs prior to  May  16,  2001,  the
aggregate principal amount of the Debentures corresponding to the
aggregate  stated  liquidation amount of the  Capital  Securities
which are components of Income PRIDES on the Tax Event Redemption
Date  or (ii) if the Tax Event Redemption occurs on or after  May
16,  2001, the aggregate principal amount of the Debentures corre
sponding  to  the  aggregate  stated liquidation  amount  of  the
Capital Securities outstanding on such Tax Event Redemption Date.

          "Authorized Newspaper" means a daily newspaper, in  the
English  language, customarily published on each day  that  is  a
Business Day in The City of New York, whether or not published on
days  that are Legal Holidays, and of general circulation in  The
City  of New York.  The Authorized Newspaper for the purposes  of
the  Reset Announcement Date, is currently anticipated to be  The
Wall Street Journal.

          "Authorized Officer" of a Person means any Person  that
is authorized to bind such Person.

          "Book Entry Interest" means a beneficial interest in  a
Global  Certificate, ownership and transfers of  which  shall  be
maintained and made through book entries by a Clearing Agency  as
described in Section 9.4.

          "Business  Day"  means  any day  other  than  Saturday,
Sunday or any day on which banking institutions in New York City,
in  the  State  of  New York, are permitted or  required  by  any
applicable law to close.
          "Business  Trust Act" means Chapter 38 of Title  12  of
the  Delaware  Code, 12 Del. Code  3801 et seq.,  as  it  may  be
amended from time to time, or any successor legislation.

          "Capital Security" means the 6.22% Capital Securities.

          "Capital   Security  Beneficial  Owner"   means,   with
respect  to a Book Entry Interest, a Person who is the beneficial
owner  of such Book Entry Interest, as reflected on the books  of
the  Clearing Agency, or on the books of a Person maintaining  an
account with such Clearing Agency (directly as a Clearing  Agency
Participant  or  as  an indirect participant,  in  each  case  in
accordance with the rules of such Clearing Agency).

          "Capital  Security  Certificate"  means  a  certificate
representing  a  Capital Security substantially in  the  form  of
Exhibit A-1.

          "Certificate" means a Common Security Certificate or  a
Capital Security Certificate.

          "Clearing  Agency" means an organization registered  as
a  "Clearing Agency" pursuant to Section 17A of the Exchange  Act
that  is acting as depositary for the Capital Securities  and  in
whose name or in the name of a nominee of that organization shall
be  registered a Global Certificate and which shall undertake  to
effect   book   entry  transfers  and  pledges  of  the   Capital
Securities.

          "Clearing  Agency Participant" means a broker,  dealer,
bank,  other financial institution or other Person for whom  from
time to time the Clearing Agency effects book entry transfers and
pledges of securities deposited with the Clearing Agency.

          "Closing Date" means the "Closing Time" and each  "Date
of Delivery" under the Underwriting Agreement.

          "Code"  means  the Internal Revenue Code  of  1986,  as
amended from time to time, or any successor legislation.

          "Commission"   means   the  Securities   and   Exchange
Commission.

          "Common Security" means the 6.22% Common Securities.

          "Common   Security  Certificate"  means  a   definitive
certificate  in  fully  registered  form  representing  a  Common
Security substantially in the form of Exhibit A-2.
          "Company  Indemnified  Person" means  (a)  any  Regular
Trustee;  (b)  any  Affiliate of any  Regular  Trustee;  (c)  any
officers,  directors, shareholders, members, partners, employees,
representatives  or  agents of any Regular Trustee;  or  (d)  any
officer, employee or agent of the Trust or its Affiliates.

          "Corporate  Trust  Office"  means  the  office  of  the
Institutional  Trustee at which the corporate trust  business  of
the  Institutional  Trustee shall, at  any  particular  time,  be
principally  administered, which office at the date of  execution
of this Declaration is located at One First National Plaza, Suite
0126, Chicago, IL  60670-0126.

          "Covered  Person"  means: (a)  any  officer,  director,
shareholder, partner, member, representative, employee  or  agent
of  (i)  the  Trust or (ii) the Trust's Affiliates; and  (b)  any
Holder of Securities.

          "Debenture Issuer" means Ingersoll-Rand Company, a  New
Jersey  corporation, in its capacity as issuer of the  Debentures
under the Indenture.

          "Debenture  Trustee" means The Bank  of  New  York,  as
trustee  under  the  Indenture until  a  successor  is  appointed
thereunder, and thereafter means such successor trustee.

          "Debentures"  means the series of 6.22%  Debentures  to
be issued by the Debenture Issuer under the Indenture.

          "Debenture Repayment Price" means, with respect to  any
Debentures  put  to the Sponsor on June 1, 2001,  an  amount  per
Debenture  equal  to  $25, plus accumulated and  unpaid  interest
(including deferred interest, if any).

          "Definitive  Capital  Security  Certificates"  has  the
meaning set forth in Section 8.4.

          "Delaware  Trustee"  has  the  meaning  set  forth   in
Section 5.2.

          "Direction"  by  a  Person means  a  written  direction
signed:
                (a)    if the Person is a natural person, by that
Person; or

                (b)     in  any other case, in the name  of  such
Person by one or more Authorized Officers of that Person.

          "Direct  Action" has the meaning specified  in  Section
3.8(e).

          "Distribution" means a distribution payable to  Holders
of Securities in accordance with Section 6.2.

          "DTC"  means The Depository Trust Company, the  initial
Clearing Agency.

          "Event  of Default" in respect of the Securities  means
an  Event  of Default (as defined in the Indenture) has  occurred
and is continuing in respect of the Debentures.

          "Exchange  Act"  means the Securities Exchange  Act  of
1934, as amended from time to time, or any successor legislation.

          "Exchange  Agent"  shall  mean  the  Person  acting  as
Institutional Trustee.

          "Failed  Remarketing"  has  the  meaning  specified  in
Section 5.4(b) of the Purchase Contract Agreement.

          "FELINE  PRIDES"_ means (A) 14,490,000  units  referred
to  as Income PRIDES_ with a Stated Amount, per Income PRIDES, of
$25  and  (B)  at  least 1,610,000 units referred  to  as  Growth
PRIDES_ with a face amount, per Growth PRIDES, of $25.

          "Fiduciary  Indemnified Person"  has  the  meaning  set
forth in Section 9.4(b).

          "Global  Certificate"  has the  meaning  set  forth  in
Section 8.4.

          "Guarantee" means the guarantee agreement to  be  dated
as  of  March  23, 1998 of the Sponsor in respect of  the  Common
Securities and the Capital Securities.

          "Holder"  or  "holder" means a Person in whose  name  a
Certificate  representing a Security is registered,  such  Person
being a beneficial owner within the meaning of the Business Trust
Act.
          "Indemnified   Person"  means  a  Company   Indemnified
Person or a Fiduciary Indemnified Person.

          "Indenture" means the Indenture dated as of  March  23,
1998,  among the Debenture Issuer and the Debenture Trustee,  and
any   indenture  supplemental  thereto  pursuant  to  which   the
Debentures are to be issued.

          "Institutional Trustee" means the Trustee  meeting  the
eligibility requirements set forth in Section 5.3.

          "Institutional  Trustee Account" has  the  meaning  set
forth in Section 3.8(c).

          "Investment  Company"  means an investment  company  as
defined in the Investment Company Act.

          "Investment  Company Act" means the Investment  Company
Act  of  1940,  as  amended from time to time, or  any  successor
legislation.

          "Investment  Company  Event"  means  that  the  Regular
Trustees  shall  have received an opinion of independent  counsel
experienced  in  practice under the Investment  Company  Act  (an
"Investment  Company Event Opinion") to the  effect  that,  as  a
result  of the occurrence of a change in law or regulation  or  a
written  change  in  interpretation  or  application  of  law  or
regulation by any legislative body, court, governmental agency or
regulatory  authority (a "Change in 1940 Act Law"), which  Change
in  1940  Act Law becomes effective on or after the date  of  the
Prospectus, there is a more than an insubstantial risk  that  the
Trust  is  or will be considered an Investment Company  which  is
required to be registered under the Investment Company Act.

          "Legal  Action"  has the meaning set forth  in  Section
3.6(g).

          "Majority  in  liquidation amount  of  the  Securities"
means,  except  as  provided in the terms and conditions  of  the
Capital Securities set forth in Article VI hereto or by the Trust
Indenture   Act,  Holder(s)  of  outstanding  Securities   voting
together  as  a  single  class or, as the  context  may  require,
Holders   of   outstanding  Capital  Securities  or  Holders   of
outstanding Common Securities voting separately as a  class,  who
are  the  record  owners  of  more  than  50%  of  the  aggregate
liquidation  amount (including the stated amount  that  would  be
paid  on  redemption, liquidation or otherwise, plus accrued  and
unpaid   Distributions  to  the  date  upon  which   the   voting
percentages are determined) of all outstanding Securities of  the
relevant class.

          "Ministerial  Action" means the taking  of  an  action,
such  as  filing a form or making an election, or  pursuing  some
other similar reasonable measure that will have no adverse effect
on  the Trust, the Debenture Issuer, the Sponsor or the Holder of
the Securities and will involve no material cost.

          "Officers'  Certificate" means,  with  respect  to  any
Person,  a certificate signed by two Authorized Officers of  such
Person.  Any  Officers'  Certificate delivered  with  respect  to
compliance  with  a condition or covenant provided  for  in  this
Declaration shall include:

          (a)     a  statement  that  the  officers  signing  the
Officers' Certificate have read the covenant or condition and the
definitions relating thereto;

          (b)    a brief statement of the nature and scope of the
examination  or  investigation  undertaken  by  the  officer   in
rendering the Officers' Certificate;

          (c)    a  statement that such officers have  made  such
examination  or investigation as, in such officers'  opinion,  is
necessary to enable such officers to express an informed  opinion
as to whether or not such covenant or condition has been complied
with; and

          (d)     a  statement as to whether, in the  opinion  of
such officers, such condition or covenant has been complied with.

          "Paying  Agent"  has the meaning specified  in  Section
6.15.

          "Person"   means   a   legal  person,   including   any
individual,  corporation,  estate,  partnership,  joint  venture,
association,  joint  stock  company, limited  liability  company,
trust, unincorporated association, or government or any agency or
political  subdivision thereof, or any other entity  of  whatever
nature.

          "Pledge Agreement" means the Pledge Agreement dated  as
of March 23, 1998 among the Sponsor, The Chase Manhattan Bank, as
collateral  agent (the "Collateral Agent")  and  Custodial  Agent
(the   "Custodial   Agent")  and  securities  intermediary   (the
"Securities Intermediary"), and The Bank of New York, as purchase
contract agent (the "Purchase Contract Agent").

          "Pricing   Agreement"  means  the   pricing   agreement
between  the  Trust, the Debenture Issuer, and  the  underwriters
designated by the Regular Trustees with respect to the offer  and
sale of the Capital Securities.

          "Primary   Treasury   Dealer" means a primary U.S.
government securities dealer in The City of New York.

          "Purchase   Contract  Agreement"  means  the   Purchase
Contract Agreement dated as of March 23, 1998 among The  Bank  of
New York, as Purchase Contract Agent, and the Sponsor.

          "Purchase  Contract  Settlement  Date"  means  May  16,
2001.
          "Put Option" has the meaning specified in Section 6.6.

          "Quorum"  means a majority of the Regular Trustees  or,
if there are only two Regular Trustees, both of them.

          "Quotation  Agent" means (i) Merrill  Lynch  Government
Securities,   Inc.  and  its  respective  successors,   provided,
however,  that  if  the foregoing shall cease  to  be  a  Primary
Treasury  Dealer,  the Sponsor shall substitute therefor  another
Primary  Treasury  Dealer  and (ii) any  other  Primary  Treasury
Dealer selected by the Sponsor.

          "Redemption  Amount"  means  for  each  Debenture,  the
product of (i) the principal amount of such Debenture and (ii)  a
fraction whose numerator is the Treasury Portfolio Purchase Price
and whose denominator is the Applicable Principal Amount.

          "Redemption  Price"  means  the  redemption  price  per
security  equal  to the Redemption Amount plus  any  accrued  and
unpaid distributions to the date of redemption.

          "Regular Trustee" has the meaning set forth in  Section
5.1.

          "Related  Party"  means, with respect to  the  Sponsor,
any direct or indirect wholly owned subsidiary of the Sponsor  or
any  other Person that owns, directly or indirectly, 100% of  the
outstanding voting securities of the Sponsor.

          "Remarketing Agent" means Merrill Lynch & Co.,  Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

          "Remarketing    Agreement"   means   the    Remarketing
Agreement among the Debenture Issuer, the Trust and The  Bank  of
New York as Purchase Contract Agent.

          "Remarketing Date" shall have the meaning set forth  in
the Remarketing Agreement.

          "Remarketing   Underwriting   Agreement"   means    the
agreement  to  be dated as of the third Business Day  immediately
preceding  the Purchase Contract Settlement Date among the  Compa
ny,  the  Trust, The Bank of New York, and Merrill Lynch  &  Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
          
          "Reset  Agent" means a nationally recognized investment
banking  firm chosen by the Sponsor to determine the Reset  Rate.
It  is currently anticipated that Merrill Lynch & Co. will act in
such capacity.

          "Reset   Announcement  Date"  means  the   tenth   (10)
Business   Day   immediately  preceding  the  Purchase   Contract
Settlement Date.

          "Reset Rate" means the distribution rate per annum  (to
be  determined by the Reset Agent), equal to the sum of  (X)  the
Reset  Spread  and  (Y)  the  rate of interest  on  the  Two-Year
Benchmark   Treasury  in  effect  on  the  third   Business   Day
immediately preceding the Purchase Contract Settlement Date, that
the  Capital  Securities should bear in  order  for  the  Capital
Securities to have an approximate market value of 100.5% of their
aggregate   liquidation  amount  on  the   third   Business   Day
immediately  preceding  the  Purchase Contract  Settlement  Date;
provided, that the Sponsor may limit such Reset Spread to  be  no
higher than 200 basis points (2%).

          "Reset  Spread" means a spread amount to be  determined
by  the  Reset  Agent on the tenth (10) Business Day  immediately
preceding the Purchase Contract Settlement Date.

          "Responsible  Officer"  means,  with  respect  to   the
Institutional  Trustee, any officer within  the  Corporate  Trust
Office   of   the   Institutional  Trustee,  including,   without
limitation, any vice-president, any assistant vice-president, any
assistant  secretary, the treasurer, any assistant  treasurer  or
other  officer of the Corporate Trust Office of the Institutional
Trustee  assigned by the Institutional Trustee to administer  its
corporate  trust  matters  and also  means,  with  respect  to  a
particular corporate trust matter, any other officer to whom such
matter  is  referred because of that officer's knowledge  of  and
familiarity with the particular subject.

          "Rule  3a-5"  means  Rule  3a-5  under  the  Investment
Company Act.

          "Securities"  means  the  Common  Securities  and   the
Capital Securities.

          "Securities Act" means the Securities Act of  1933,  as
amended from time to time, or any successor legislation.

          "Sponsor"  means Ingersoll-Rand Company, a  New  Jersey
corporation,   or   any  successor  entity   in   a   merger   or
consolidation, in its capacity as sponsor of the Trust.

          "Super  Majority" has the meaning set forth in  Section
2.6(a)(ii).

          "Tax  Event" means the receipt by the Regular  Trustees
of  an opinion of a nationally recognized independent tax counsel
experienced  in such matters to the effect that, as a  result  of
(a) any amendment to, or change (including any announced proposed
change)  in,  the  laws (or any regulations  thereunder)  of  the
United  States  or any political subdivision or taxing  authority
thereof  or therein affecting taxation, (b) any amendment  to  or
change  in  an  interpretation or application  of  such  laws  or
regulations  by any legislative body, court, governmental  agency
or   regulatory   authority   or  (c)   any   interpretation   or
pronouncement that provides for a position with respect  to  such
laws  or  regulations  that differs from the  generally  accepted
position  on the date the Securities are issued, which  amendment
or  change  is effective or which interpretation or pronouncement
is  announced on or after the date of issuance of the  Securities
under  the Declaration, there is more than an insubstantial  risk
that  (i)  interest  payable  by  the  Debenture  Issuer  on  the
Debentures would not be deductible, in whole or in part,  by  the
Debenture  Issuer  for federal income tax purposes  or  (ii)  the
Trust  would be subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

          "Tax  Event  Redemption" means, if a  Tax  Event  shall
occur and be continuing, the redemption of the Debentures, at the
option of the Debenture Issuer, in whole but not in part, on  not
less than 30 days nor more than 60 days notice.

          "Tax  Event Redemption Date" means the date upon  which
a Tax Event Redemption is to occur.

          "10%  in  liquidation amount of the Securities"  means,
except as provided in the terms of the Capital Securities  or  by
the  Trust  Indenture  Act, Holder(s) of  outstanding  Securities
voting together as a single class or, as the context may require,
Holders   of   outstanding  Capital  Securities  or  Holders   of
outstanding Common Securities voting separately as a  class,  who
are the record owners of 10% or more of the aggregate liquidation
amount  (including  the  stated amount  that  would  be  paid  on
repayment,  liquidation  or otherwise, plus  accrued  and  unpaid
Distributions  to the date upon which the voting percentages  are
determined) of all outstanding Securities of the relevant class.

          "Termination  Event"  has  the  meaning  set  forth  in
Section 1 of the Purchase Contract Agreement.

          "Treasury  Portfolio"  means,  with  respect   to   the
Applicable  Principal Amount of Debentures (a) if the  Tax  Event
Redemption Date occurs prior to May 16, 2001, a portfolio of zero-
coupon  U.S.  Treasury Securities consisting of (i) principal  or
interest  strips of U.S. Treasury Securities which mature  on  or
prior  to  May  15,  2001 in an aggregate  amount  equal  to  the
Applicable  Principal  Amount  and  (ii)  with  respect  to  each
scheduled  interest  payment date on the Debentures  that  occurs
after the Tax Event Redemption Date, principal or interest strips
of U.S. Treasury Securities which mature on or prior to such date
in  an  aggregate amount equal to the aggregate interest  payment
that  would  be  due on the Applicable Principal  Amount  of  the
Debentures on such date, and (b) if the Tax Event Redemption Date
occurs  after  May  16,  2001, a portfolio  of  zero-coupon  U.S.
Treasury  Securities  consisting of  (i)  principal  or  interest
strips  of U.S. Treasury Securities which mature on or  prior  to
May  15,  2003  in  an aggregate amount equal to  the  Applicable
Principal Amount and (ii) with respect to each scheduled interest
payment  date on the Debentures that occurs after the  Tax  Event
Redemption Date, principal or interest strips of such  U.S.  Trea
sury  Securities  which mature on or prior to  such  date  in  an
aggregate  amount  equal to the aggregate interest  payment  that
would be due on the Applicable Principal Amount of the Debentures
on such date.

          "Treasury  Portfolio Purchase Price" means  the  lowest
aggregate  price  quoted by the Primary Treasury  Dealer  to  the
Quotation  Agent on the third Business Day immediately  preceding
the  Tax  Event Redemption Date for the purchase of the  Treasury
Portfolio for settlement on the Tax Event Redemption Date.

          "Treasury    Regulations"   means   the   income    tax
regulations,   including  temporary  and  proposed   regulations,
promulgated under the Code by the United States Treasury, as such
regulations   may  be  amended  from  time  to  time   (including
corresponding provisions of succeeding regulations).

          "Treasury  Securities" has the  meaning  set  forth  in
Section 1 of the Purchase Contract Agreement.

          "Trustee"  or  "Trustees" means  each  Person  who  has
signed  this  Declaration as a trustee, so long  as  such  Person
shall continue in office in accordance with the terms hereof, and
all  other  Persons who may from time to time be duly  appointed,
qualified  and  serving  as  Trustees  in  accordance  with   the
provisions  hereof, and references herein to  a  Trustee  or  the
Trustees  shall refer to such Person or Persons solely  in  their
capacity as trustees hereunder.

          "Trust Indenture Act" means the Trust Indenture Act  of
1939, as amended from time to time, or any successor legislation.

          "Two-Year  Benchmark Treasury" means direct obligations
of  the United States (which may be obligations traded on a when-
issued  basis only) having a maturity comparable to the remaining
term  to maturity of the Trust Securities, as agreed upon by  the
Sponsor and the Reset Agent.  The rate for the Two-Year Benchmark
Treasury  will be the bid side rate displayed at 10:00 A.M.,  New
York  City  time, on the third Business Day immediately preceding
the  Purchase Contract Settlement Date in the Telerate system (or
if  the  Telerate system is (a) no longer available on the  third
Business   Day   immediately  preceding  the  Purchase   Contract
Settlement  Date or (b) in the opinion of the Reset Agent  (after
consultation  with  the Sponsor) no longer an appropriate  system
from  which to obtain such rate, such other nationally recognized
quotation  system  as, in the opinion of the Reset  Agent  (after
consultation with the Sponsor) is appropriate).  If such rate  is
not  so  displayed, the rate for the Two-Year Benchmark  Treasury
shall be, as calculated by the Reset Agent, the yield to maturity
for   the  Two-Year  Benchmark  Treasury,  expressed  as  a  bond
equivalent  on  the  basis of a year  of  365  or  366  days,  as
applicable, and applied on a daily basis, and computed by  taking
the  arithmetic  mean of the secondary market bid  rates,  as  of
10:30  A.M.,  New  York  City time, on  the  third  Business  Day
immediately  preceding the Purchase Contract Settlement  Date  of
three   leading  United  States  government  securities   dealers
selected by the Reset Agent (after consultation with the Sponsor)
(which may include the Reset Agent or an Affiliate thereof).

          "Underwriting   Agreement"   means   the   Underwriting
Agreement for the offering and sale of Capital Securities.

                           ARTICLE II

                      TRUST INDENTURE ACT

SECTION II.1    TRUST INDENTURE ACT; APPLICATION.

     (a)    This Declaration is subject to the provisions of  the
Trust  Indenture  Act  that  are required  to  be  part  of  this
Declaration  and shall, to the extent applicable, be governed  by
such provisions.

     (b)    The  Institutional Trustee shall be the only  Trustee
which is a Trustee for the purposes of the Trust Indenture Act.

     (c)    If  and  to  the  extent that any provision  of  this
Declaration  limits,  qualifies  or  conflicts  with  the  duties
imposed  by   310 to 317, inclusive, of the Trust Indenture  Act,
such imposed duties shall control.

     (d)    Any  application of the Trust Indenture Act  to  this
Declaration  shall  not affect the nature of  the  Securities  as
equity securities representing undivided beneficial interests  in
the assets of the Trust.

SECTION II.2    LISTS OF HOLDERS OF SECURITIES.

     (a)    Each  of  the  Sponsor and the Regular  Trustees,  on
behalf of the Trust, shall provide the Institutional Trustee  (i)
within   14   days  after  each  record  date  for   payment   of
Distributions, a list, in such form as the Institutional  Trustee
may reasonably require, of the names and addresses of the Holders
of  the  Securities ("List of Holders") as of such  record  date,
provided  that neither the Sponsor nor the Regular  Trustees,  on
behalf  of the Trust, shall be obligated to provide such List  of
Holders at any time the List of Holders does not differ from  the
most recent List of Holders given to the Institutional Trustee by
the  Sponsor and the Regular Trustees on behalf of the Trust, and
(ii) at any other time, within 30 days of receipt by the Trust of
a  written  request by the Institutional Trustee for  a  List  of
Holders  as  of a date no more than 14 days before such  List  of
Holders  is given to the Institutional Trustee. The Institutional
Trustee  shall  preserve, in as current a form as  is  reasonably
practicable,  all information contained in the Lists  of  Holders
given  to it or which it receives in the capacity as Paying Agent
(if  acting  in  such capacity), provided that the  Institutional
Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

     (b)    The  Institutional  Trustee  shall  comply  with  its
obligations  under   311(a),  310(b)  and  312(b)  of  the  Trust
Indenture Act.

SECTION II.3    REPORTS BY THE INSTITUTIONAL TRUSTEE.

     Within 60 days after May 15 of each year, commencing May 15,
1999,  the Institutional Trustee shall provide to the Holders  of
the  Trust Securities such reports as are required by 313 of  the
Trust  Indenture  Act,  if any, in the form  and  in  the  manner
provided  by  313  of the Trust Indenture Act. The  Institutional
Trustee shall also comply with the requirements of 313(d) of  the
Trust Indenture Act.

SECTION II.4    PERIODIC REPORTS TO INSTITUTIONAL TRUSTEE.

     Each  of the Sponsor and the Regular Trustees, on behalf  of
the  Trust,  shall  provide  to the  Institutional  Trustee  such
documents,  reports and information as required by 314  (if  any)
and  the  compliance certificate required by  314  of  the  Trust
Indenture  Act  in  the  form, in the manner  and  at  the  times
required by 314 of the Trust Indenture Act.

SECTION II.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each  of the Sponsor and the Regular Trustees, on behalf  of
the  Trust,  shall  provide  to the  Institutional  Trustee  such
evidence  of  compliance with any conditions precedent,  if  any,
provided  for  in  this Declaration that relate  to  any  of  the
matters  set  forth  in  314(c) of the Trust Indenture  Act.  Any
certificate  or  opinion  required to  be  given  by  an  officer
pursuant  to  314(c) (1) may be given in the form of an Officers'
Certificate.

SECTION II.6    EVENTS OF DEFAULT; WAIVER.

     (a)    The  Holders of a Majority in liquidation  amount  of
Capital Securities may, by vote, on behalf of the Holders of  all
of  the  Capital Securities, waive any past Event of  Default  in
respect  of the Capital Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:

          (i)  is not waivable under the Indenture, the Event  of
     Default  under this Declaration shall also not be  waivable;
     or
          (ii)  requires  the consent or vote of greater  than  a
     majority  in  principal  amount  of  the  holders   of   the
     Debentures  (a  "Super Majority") to  be  waived  under  the
     Indenture,  the Event of Default under this Declaration  may
     only  be  waived by the vote of the Holders of at least  the
     proportion  in liquidation amount of the Capital  Securities
     that the relevant Super Majority represents of the aggregate
     principal amount of the Debentures outstanding.

The  foregoing provisions of this Section 2.6(a) shall be in lieu
of   316(a)  (1)(B) of the Trust Indenture Act and  such   316(a)
(1)  (B)  of the Trust Indenture Act is hereby expressly excluded
from this Declaration and the Capital Securities, as permitted by
the Trust Indenture Act. Upon such waiver, any such default shall
cease  to  exist, and any Event of Default with  respect  to  the
Capital Securities arising therefrom shall be deemed to have been
cured,  for every purpose of this Declaration, but no such waiver
shall  extend to any subsequent or other default or an  Event  of
Default  with  respect to the Capital Securities  or  impair  any
right  consequent  thereon. Any waiver  by  the  Holders  of  the
Capital  Securities of an Event of Default with  respect  to  the
Capital Securities shall also be deemed to constitute a waiver by
the Holders of the Common Securities of any such Event of Default
with  respect to the Common Securities for all purposes  of  this
Declaration  without any further act, vote,  or  consent  of  the
Holders of the Common Securities.

     (b)   The Holders of a Majority in liquidation amount of the
Common  Securities may, by vote, on behalf of the Holders of  all
of  the  Common Securities, waive any past Event of Default  with
respect  to the Common Securities and its consequences,  provided
that, if the underlying Event of Default under the Indenture:

          (i)   is not waivable under the Indenture, except where
     the  Holders  of  the Common Securities are deemed  to  have
     waived  such  Event  of Default under  this  Declaration  as
     provided below in this Section 2.6(b), the Event of  Default
     under this Declaration shall also not be waivable; or

          (ii)  requires the consent or vote of a Super  Majority
     to  be  waived,  except  where the  Holders  of  the  Common
     Securities  are deemed to have waived such Event of  Default
     under  this  Declaration as provided below in  this  Section
     2.6(b), the Event of Default under this Declaration may only
     be  waived  by  the  vote of the Holders  of  at  least  the
     proportion  in  liquidation amount of the Common  Securities
     that the relevant Super Majority represents of the aggregate
     principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed
to  have  waived  any such Event of Default  and  all  Events  of
Default   with   respect  to  the  Common  Securities   and   its
consequences  until  all Events of Default with  respect  to  the
Capital   Securities  have  been  cured,  waived   or   otherwise
eliminated, and until such Events of Default have been so  cured,
waived or otherwise eliminated, the Institutional Trustee will be
deemed  to  be  acting solely on behalf of  the  Holders  of  the
Capital Securities and only the Holders of the Capital Securities
will  have  the  right  to  direct the Institutional  Trustee  in
accordance  with  the  terms  of the  Securities.  The  foregoing
provisions   of  this  Section  2.6(b)  shall  be  in   lieu   of
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
  316(a)(1)(A)  and 316(a)(1)(B) of the Trust Indenture  Act  are
hereby   expressly  excluded  from  this  Declaration   and   the
Securities, as permitted by the Trust Indenture Act.  Subject  to
the  foregoing  provisions  of this  Section  2.6(b),  upon  such
waiver,  any such default shall cease to exist and any  Event  of
Default  with respect to the Common Securities arising  therefrom
shall  be  deemed  to have been cured for every purpose  of  this
Declaration, but no such waiver shall extend to any subsequent or
other  default  or Event of Default with respect  to  the  Common
Securities or impair any right consequent thereon.

     (c)   A waiver of an Event of Default under the Indenture by
the  Institutional Trustee at the direction of the Holders of the
Capital  Securities  constitutes a waiver  of  the  corresponding
Event  of  Default  with respect to the Capital Securities  under
this  Declaration.  Any waiver of an Event of Default  under  the
Indenture  by the Institutional Trustee at the direction  of  the
Holders  of  the  Capital  Securities shall  also  be  deemed  to
constitute  a  waiver by the Holders of the Common Securities  of
the  corresponding Event of Default under this  Declaration  with
respect  to  the  Common  Securities for  all  purposes  of  this
Declaration  without further act, vote or consent of the  Holders
of  the  Common  Securities.  The foregoing  provisions  of  this
Section  2.6(c) shall be in lieu of  316(a)(1)(B)  of  the  Trust
Indenture  Act and such  316(a)(1)(B) of the Trust Indenture  Act
is  hereby  expressly  excluded from  this  Declaration  and  the
Securities, as permitted by the Trust Indenture Act.

SECTION II.7    EVENT OF DEFAULT; NOTICE.

     (a)    The Institutional Trustee shall, within 90 days after
the  occurrence  of  an Event of Default,  actually  known  to  a
Responsible  Officer  of the Institutional Trustee,  transmit  by
mail,  first  class  postage  prepaid,  to  the  Holders  of the
Securities,  notices  of all such defaults with  respect  to the
Securities,  unless  such defaults have  been  cured  before the
giving  of  such notice (the term "defaults" for the purposes of
this  Section  2.7(a) being hereby defined  to  be  an  Event of
Default as defined in the Indenture, not including any periods of
grace provided for therein and irrespective of the giving of any
notice provided therein); provided that, except for a default in
the  payment of principal of (or premium, if any) or interest on
any  of  the  Debentures,  the  Institutional  Trustee  shall  be
protected  in  withholding  such notice  if  and  so  long  as  a
Responsible  Officer of the Institutional Trustee in  good  faith
determines  that  the  withholding  of  such  notice  is  in  the
interests of the Holders of the Securities.

     (b)    The Institutional Trustee shall not be deemed to have
knowledge of any default except:

          (i)   a  default  under Sections 501  and  503  of  the
     Indenture; or

          (ii)  any default as to which the Institutional Trustee
     shall have received written notice or of which a Responsible
     Officer  of  the  Institutional  Trustee  charged  with  the
     administration  of  this  Declaration  shall   have   actual
     knowledge.

                          ARTICLE III
                          ORGANIZATION

SECTION III.1   NAME.

     The  Trust  is named "Ingersoll-Rand Financing I,"  as  such
name  may  be modified from time to time by the Regular  Trustees
following  written notice to the Holders of the  Securities.  The
Trust's  activities may be conducted under the name of the  Trust
or any other name deemed advisable by the Regular Trustees.

SECTION III.2   OFFICE.

     The  address  of the principal office of the  Trust  is  c/o
Ingersoll-Rand Company, 200 Chestnut Ridge Road, Woodcliff  Lake,
New  Jersey  07675.  On ten Business Days written notice  to  the
Institutional Trustee and Holders of the Securities, the  Regular
Trustees may designate another principal office.

SECTION III.3   PURPOSE.

     The exclusive purposes and functions of the Trust are (a) to
issue  and  sell the Securities and use the gross  proceeds  from
such  sale to acquire the Debentures, and (b) except as otherwise
set  forth  herein,  to  engage in only  those  other  activities
necessary,  appropriate,  convenient or incidental  thereto.  The
Trust  shall  not  borrow money, issue debt or reinvest  proceeds
derived  from investments, pledge any of its assets, or otherwise
undertake  (or permit to be undertaken) any activity  that  would
cause  the  Trust not to be classified for United States  federal
income  tax purposes as a grantor trust. It is the intent of  the
parties to this Declaration for the Trust to be classified  as  a
grantor trust for United States federal income tax purposes under
Subpart  E  of  Subchapter J of the Code, pursuant to  which  the
beneficial  owners  of  the  Capital Securities  and  the  Common
Securities  will  be the owners of the Trust  for  United  States
federal  income  tax  purposes,  and  such  owners  will  include
directly  in  their gross income the income, gain,  deduction  or
loss  of  the  Trust  as  if the Trust  did  not  exist.  By  the
acceptance  of this Trust, neither the Trustees, the Sponsor  nor
the  Holders of the Capital Securities or Common Securities  will
take  any  position for United States federal income tax purposes
which is contrary to the classification of the Trust as a grantor
trust.

SECTION III.4   AUTHORITY.

     Subject to the limitations provided in this Declaration  and
to  the specific duties of the Institutional Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out
the  purposes  of  the  Trust. An action  taken  by  the  Regular
Trustees in accordance with their powers shall constitute the act
of  and  serve  to  bind the Trust and an  action  taken  by  the
Institutional  Trustee on behalf of the Trust in accordance  with
its  powers  shall constitute the act of and serve  to  bind  the
Trust.  In  dealing with the Trustees acting  on  behalf  of  the
Trust,  no Person shall be required to inquire into the authority
of the Trustees to bind the Trust. Persons dealing with the Trust
are  entitled to rely conclusively on the power and authority  of
the Trustees as set forth in this Declaration.

SECTION III.5   TITLE TO PROPERTY OF THE TRUST.

     Except  as  provided  in Section 3.8  with  respect  to  the
Debentures and the Institutional Trustee Account or as  otherwise
provided  in this Declaration, legal title to all assets  of  the
Trust shall be vested in the Trust. A Holder shall not have legal
title  to any part of the assets of the Trust, but shall have  an
undivided beneficial interest in the assets of the Trust.

SECTION III.6   POWERS AND DUTIES OF THE REGULAR TRUSTEES.

     The  Regular  Trustees shall have the exclusive power,  duty
and  authority  to  cause the Trust to engage  in  the  following
activities:

     (a)    to  issue  and  sell the Capital Securities  and  the
Common  Securities in accordance with this Declaration; provided,
however,  that  the Trust may issue no more than  one  series  of
Capital  Securities  and  no  more  than  one  series  of  Common
Securities,  and,  provided  further,  that  there  shall  be  no
interests  in  the  Trust  other than  the  Securities,  and  the
issuance  of  Securities  shall  be  limited  to  a  simultaneous
issuance of both Capital Securities and Common Securities on  the
Closing Date;

     (b)     in connection with the issue and sale of the Capital
Securities to:

          (i)    assist  and  filing  with  the  Commission   the
     registration  statement and the prospectus relating  to  the
     registration statement on Form S-3 prepared by the  Sponsor,
     including any amendments or supplements, thereto, pertaining
     to  the  Capital  Securities and to take  any  other  action
     relating  to  the  registration  and  sale  of  the  Capital
     Securities under federal and state securities laws;

          (ii)  execute  and file any documents prepared  by  the
     Sponsor, or take any acts as determined by the Sponsor to be
     necessary in order to qualify or register all or part of the
     FELINE  PRIDES  in  any  State  in  which  the  Sponsor  has
     determined  to  qualify or register such FELINE  PRIDES  for
     sale;

          (iii)assist in filing an application, prepared  by  the
     Sponsor,  to the New York Stock Exchange, Inc. or any  other
     national stock exchange or the Nasdaq Stock National  Market
     for   listing  upon  notice  of  issuance  of  any   Capital
     Securities;

          (iv)   assist   in   filing  with  the   Commission   a
     registration statement on Form 8-A, including any amendments
     thereto,   prepared  by  the  Sponsor,   relating   to   the
     registration  of the Capital Securities under Section  12(b)
     of the Exchange Act; and

          (v)   execute and enter into the Remarketing  Agreement
     and  Remarketing  Underwriting Agreement providing  for  the
     sale of the FELINE PRIDES;

     (c)    to  acquire the Debentures with the proceeds  of  the
sale  of  the  Capital  Securities  and  the  Common  Securities;
provided,  however, that the Regular Trustees shall  cause  legal
title  to the Debentures to be held of record in the name of  the
Institutional  Trustee  for the benefit  of  the  Trust  and  the
Holders  of  the  Capital Securities and the  Holders  of  Common
Securities;

     (d)    to  give  the  Sponsor and the Institutional  Trustee
prompt  written  notice of the occurrence of a Tax  Event  or  an
Investment  Company  Event; provided that  the  Regular  Trustees
shall  consult with the Sponsor before taking or refraining  from
taking  any  Ministerial Action in relation to  a  Tax  Event  or
Investment Company Event;

     (e)   to establish a record date with respect to all actions
to  be taken hereunder that require a record date be established,
including and with respect to, for the purposes of 316(c) of  the
Trust  Indenture  Act, Distributions, voting rights,  repayments,
redemptions and exchanges, and to issue relevant notices  to  the
Holders of Capital Securities and Holders of Common Securities as
to such actions and applicable record dates;

     (f)   to take all actions and perform such duties as may  be
required  of  the Regular Trustees pursuant to the terms  of  the
Securities and this Declaration;

     (g)     to   bring  or  defend,  pay,  collect,  compromise,
arbitrate, resort to legal action, or otherwise adjust claims  or
demands of or against the Trust ("Legal Action"), unless pursuant
to  Section  3.8(e) the Institutional Trustee has  the  exclusive
power to bring such Legal Action;

     (h)    to  employ or otherwise engage employees  and  agents
(who  may  be  designated as officers with titles) and  managers,
contractors,   advisors,  and  consultants  and  pay   reasonable
compensation for such services;

     (i)    to  cause  the  Trust  to  comply  with  the  Trust's
obligations under the Trust Indenture Act;
     (j)    to give the certificate required by  314(a)(4) of the
Trust   Indenture  Act  to  the  Institutional   Trustee,   which
certificate may be executed by any Regular Trustee;

     (k)    to  incur  expenses that are necessary,  appropriate,
convenient or incidental to carry out any of the purposes of  the
Trust;

     (l)    to  act  as,  or appoint another Person  to  act  as,
registrar and transfer agent for the Securities;

     (m)    to  give prompt written notice to the Holders of  the
Securities  of any notice received from the Debenture  Issuer  of
its  election to defer payments of interest on the Debentures  by
extending the interest payment period under the Indenture;

     (n)     to  take  all  action  that  may  be  necessary   or
appropriate  for  the  preservation and the continuation  of  the
Trust's valid existence, rights, franchises and privileges  as  a
statutory business trust under the laws of the State of  Delaware
and  of  each  other  jurisdiction in  which  such  existence  is
necessary to protect the limited liability of the Holders of  the
Capital  Securities or to enable the Trust to effect the purposes
for which the Trust was created;

     (o)    to  take  any  action,  not  inconsistent  with  this
Declaration  or  with applicable law, that the  Regular  Trustees
determine  in  their discretion to be necessary or  desirable  in
carrying  out  the  activities of the Trust, including,  but  not
limited to:

          (i)   causing  the  Trust not to be  deemed  to  be  an
     Investment  Company  required to  be  registered  under  the
     Investment Company Act;

          (ii)  causing  the  Trust to be classified  for  United
     States federal income tax purposes as a grantor trust; and

          (iii) cooperating  with the Debenture Issuer  to  ensure
     that  the Debentures will be treated as indebtedness of  the
     Debenture  Issuer  for  United  States  federal  income  tax
     purposes, provided that such action relating to this  clause
     (iii) does not adversely affect the interests of Holders;

     (p)    to  take all action necessary to cause all applicable
tax  returns and tax information reports that are required to  be
filed with respect to the Trust to be duly prepared and filed  by
the Regular Trustees, on behalf of the Trust;

     (q)    to execute all documents or instruments, perform  all
duties  and  powers, and do all things for and on behalf  of  the
Trust  in  all  matters  necessary,  appropriate,  convenient  or
incidental to the foregoing; and

     (r)    if applicable, to solicit holders of Securities which
form  a part of the Income PRIDES to timely instruct the Purchase
Contract Agent in order to enable the Purchase Contract Agent  to
vote such Securities.

     The  Regular Trustees must exercise the powers set forth  in
this Section 3.6 in a manner that is consistent with the purposes
and  functions  of  the  Trust set out in Section  3.3,  and  the
Regular  Trustees shall not take any action that is  inconsistent
with the purposes and functions of the Trust set forth in Section
3.3.

     Subject to this Section 3.6, the Regular Trustees shall have
none  of the powers or the authority of the Institutional Trustee
set  forth  in  Section 3.8.  No permissive  power  or  authority
available  to  the Regular Trustees shall be construed  to  be  a
duty.

     Any  expenses incurred by the Regular Trustees  pursuant  to
this Section 3.6 shall be reimbursed by the Sponsor.

SECTION III.7    PROHIBITION  OF ACTIONS BY  THE  TRUST  AND  THE
          TRUSTEES.

     (a)    The Trust shall not, and the Trustees (including  the
Institutional  Trustee) shall cause the Trust not to,  engage  in
any  activity  other  than  as required  or  authorized  by  this
Declaration. In particular, the Trust shall not and the  Trustees
(including the Institutional Trustee) shall cause the  Trust not
to:

          (i)   invest  any proceeds received by the  Trust from
     holding  the  Debentures,  but  shall  distribute  all such
     proceeds  to Holders of Securities pursuant to the terms of
     this Declaration and of the Securities;

          (ii)  acquire any assets other than the Debentures and
     any cash proceeds received with respect thereto;

          (iii) possess  Trust  property for other than a Trust
     purpose;

          (iv)  make  any  loans  or incur any  indebtedness  for
     borrowed  money,  other  than  loans  represented   by   the
     Debentures;
          (v)   possess any power or otherwise act in such a  way
     as  to  vary  the assets of the Trust or the  terms  of  the
     Securities in any way whatsoever;

          (vi)  issue  any  securities  or  other  evidences  of
     beneficial  ownership  of, or beneficial  interest  in,  the
     Trust other than the Securities; or

          (vii) other  than  as provided in this Declaration,  (A)
     direct the time, method and place of exercising any trust or
     power  conferred upon the Debenture Trustee with respect  to
     the  Debentures, (B) waive any past default that is waivable
     under  the  Indenture, (C) exercise any right to rescind  or
     annul  any  declaration  that  the  principal  of  all   the
     Debentures shall be due and payable, or (D) consent  to  any
     amendment,  modification or termination of the Indenture  or
     the  Debentures  unless  the Trust shall  have  received  an
     opinion of counsel to the effect that such modification will
     not cause the Trust to be classified as other than a grantor
     trust for United States federal income tax purposes.

SECTION III.8   POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.

     (a)    The  legal title to the Debentures shall be owned  by
and  held  of record in the name of the Institutional Trustee  in
trust  for  the  benefit  of the Trust and  the  Holders  of  the
Securities.  The  right, title and interest of the  Institutional
Trustee to the Debentures shall vest automatically in each Person
who  may  hereafter  be  appointed as  Institutional  Trustee  in
accordance with Section 5.6. Such vesting and cessation of  title
shall  be  effective whether or not conveyancing  documents  with
regard to the Debentures have been executed and delivered.

     (b)    The  Institutional  Trustee shall  not  transfer  its
right,  title  and  interest  in the Debentures  to  the  Regular
Trustees or to the Delaware Trustee (if the Institutional Trustee
does not also act as Delaware Trustee).

     (c)   The Institutional Trustee shall:

          (i)   establish and maintain a segregated  non-interest
     bearing  trust account (the "Institutional Trustee Account")
     in  the  name  of  and under the exclusive  control  of  the
     Institutional Trustee on behalf of the Trust and the Holders
     of the Securities and, upon the receipt of payments of funds
     made  in respect of the Debentures held by the Institutional
     Trustee,  deposit such funds into the Institutional  Trustee
     Account  and  make payments to the Holders  of  the  Capital
     Securities  and  Holders of the Common Securities  from  the
     Institutional  Trustee  Account in accordance  with  Section
     6.1.  Funds  in the Institutional Trustee Account  shall  be
     held  uninvested  until disbursed in  accordance  with  this
     Declaration. The Institutional Trustee Account shall  be  an
     account  that  is maintained with a banking institution  the
     rating on whose long-term unsecured indebtedness is rated at
     least  "A"  or above by a "nationally recognized statistical
     rating  organization", as that term is defined for  purposes
     of Rule 436(g)(2) under the Securities Act;

          (ii) engage in such ministerial activities as shall  be
     necessary, appropriate, convenient or incidental  to  effect
     the  repayment  of  the Capital Securities  and  the  Common
     Securities  to  the  extent  the Debentures  mature  or  are
     redeemed or the Put Option is exercised; and

          (iii)upon written notice of distribution issued by  the
     Regular  Trustees  in  accordance  with  the  terms  of  the
     Securities, engage in such ministerial activities  as  shall
     be  necessary,  appropriate,  convenient  or  incidental  to
     effect  the  distribution of the Debentures  to  Holders  of
     Securities upon the occurrence of certain special events (as
     may  be defined in the terms of the Securities) arising from
     a change in law or a change in legal interpretation or other
     specified  circumstances  pursuant  to  the  terms  of   the
     Securities.

     (d)    The Institutional Trustee shall take all actions  and
perform  such  duties  as  may be specifically  required  of  the
Institutional Trustee pursuant to the terms of the Securities and
this Declaration.

     (e)    The Institutional Trustee shall take any Legal Action
which arises out of or in connection with an Event of Default  of
which  a  Responsible  Officer of the Institutional  Trustee  has
actual  knowledge  or  the  Institutional  Trustee's  duties  and
obligations under this Declaration, the Business Trust Act or the
Trust Indenture Act; provided, however, that if the Institutional
Trustee fails to enforce its rights under the Debentures after  a
Holder  of  Capital Securities has made a written  request,  such
Holder of Capital Securities may, to the fullest extent permitted
by  applicable  law,  institute a legal  proceeding  against  the
Debenture  Issuer without first instituting any legal  proceeding
against  the Institutional Trustee or any other person or entity.
Notwithstanding  the  foregoing,  if  an  Event  of  Default  has
occurred and is continuing and such event is attributable to  the
failure  of the Debenture Issuer to pay interest on or  principal
of  the  Debentures  on the date such interest  or  principal  is
otherwise  payable  (or  in  the  case  of  redemption,  on   the
redemption  date),  then  a  Holder  of  Capital  Securities  may
directly  institute a proceeding for enforcement  of  payment  to
such  Holder  of  the principal of or interest on the  Debentures
having  a  principal  amount equal to the  aggregate  liquidation
amount  of  the  Capital  Securities of such  holder  (a  "Direct
Action")  on  or after the respective due date specified  in  the
Debentures.  In connection with such Direct Action, the rights of
the Holders of Common Securities will be subrogated to the rights
of  such  Holders of Capital Securities. In connection with  such
Direct  Action, the Debenture Issuer shall be subrogated  to  the
rights  of  such  Holder of Capital Securities  with  respect  to
payments on the Capital Securities under this Declaration to  the
extent of any payment made by the Debenture Issuer to such Holder
of  Capital Securities in such Direct Action. Except as  provided
in  the  preceding  sentences, the Holders of Capital  Securities
will  not be able to exercise directly any other remedy available
to the Holders of the Debentures.

     (f)   The Institutional Trustee shall continue to serve as a
Trustee until either:

          (i)   the Trust has been completely liquidated and  the
     proceeds  of the liquidation distributed to the  Holders  of
     Securities pursuant to the terms of the Securities; or

          (ii)  a Successor Institutional Trustee has  been
     appointed  and  has accepted that appointment in  accordance
     with Section 5.6.

     (g)    The Institutional Trustee shall have the legal  power
to  exercise all of the rights, powers and privileges of a holder
of  Debentures  under the Indenture and, if an Event  of  Default
actually  known  to  a Responsible Officer of  the  Institutional
Trustee  occurs  and  is  continuing, the  Institutional  Trustee
shall, for the benefit of Holders of the Securities, enforce  its
rights  as holder of the Debentures subject to the rights of  the
Holders  pursuant  to  the  terms of  such  Securities  and  this
Declaration.

     (h)   Subject to this Section 3.8, the Institutional Trustee
shall  have  none  of  the  duties, liabilities,  powers  or  the
authority of the Regular Trustees set forth in Section 3.6.

     The Institutional Trustee must exercise the powers set forth
in  this  Section  3.8  in a manner that is consistent  with  the
purposes  and functions of the Trust set out in Section 3.3,  and
the  Institutional  Trustee shall not take  any  action  that  is
inconsistent with the purposes and functions of the Trust set out
in Section 3.3.

SECTION III.9     CERTAIN  DUTIES  AND  RESPONSIBILITIES  OF  THE
          INSTITUTIONAL TRUSTEE.

     (a)    The  Institutional Trustee, before the occurrence  of
any Event of Default and after the curing or waiver of all Events
of  Default  that may have occurred, shall undertake  to  perform
only   such  duties  as  are  specifically  set  forth  in   this
Declaration  and  no implied covenants shall be  read  into  this
Declaration against the Institutional Trustee. In case  an  Event
of  Default  has  occurred (that has not  been  cured  or  waived
pursuant  to Section 2.6) of which a Responsible Officer  of  the
Institutional  Trustee  has actual knowledge,  the  Institutional
Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in
their  exercise, as a prudent person would exercise or use  under
the circumstances in the conduct of his or her own affairs.

     (b)   No provision of this Declaration shall be construed to
relieve  the  Institutional Trustee from liability  for  its  own
negligent  action, its own negligent failure to act, or  its  own
willful misconduct, except that:
          (i)   prior  to the occurrence of an Event  of  Default
     and  after  the  curing or waiving of  all  such  Events  of
     Default that may have occurred:
                (A the duties and obligations  of  the
          Institutional  Trustee shall be  determined  solely  by
          the  express  provisions of this  Declaration  and  the
          Institutional  Trustee shall not be liable  except  for
          the  performance of such duties and obligations as  are
          specifically  set  forth in this  Declaration,  and  no
          implied  covenants or obligations shall  be  read  into
          this  Declaration  against the  Institutional  Trustee;
          and

                (B in  the  absence of bad faith on the  part  of
          the  Institutional  Trustee, the Institutional  Trustee
          may   conclusively  rely,  as  to  the  truth  of   the
          statements   and  the  correctness  of   the   opinions
          expressed  therein, upon any certificates  or  opinions
          furnished  to the Institutional Trustee and  conforming
          to  the  requirements of this Declaration; but  in  the
          case  of any such certificates or opinions that by  any
          provision  hereof  are  specifically  required  to   be
          furnished    to   the   Institutional   Trustee,    the
          Institutional Trustee shall be under a duty to  examine
          the  same  to determine whether or not they conform  to
          the requirements of this Declaration;

          (ii   the Institutional Trustee shall not be liable for
     any  error  of judgment made in good faith by a  Responsible
     Officer  of  the Institutional Trustee, unless it  shall  be
     proved  that  the  Institutional Trustee  was  negligent  in
     ascertaining the pertinent facts;

          (iii  the  Institutional Trustee shall  not  be  liable
     with  respect to any action taken or omitted to be taken  by
     it  in  good faith in accordance with the direction  of  the
     Holders of not less than a Majority in liquidation amount of
     the  Securities relating to the time, method  and  place  of
     conducting  any proceeding for any remedy available  to  the
     Institutional  Trustee, or exercising  any  trust  or  power
     conferred   upon  the  Institutional  Trustee   under   this
     Declaration;

          (iv   no  provision of this Declaration  shall  require
     the Institutional Trustee to expend or risk its own funds or
     otherwise   incur  personal  financial  liability   in   the
     performance of any of its duties or in the exercise  of  any
     of its rights or powers, if it shall have reasonable grounds
     for  believing that the repayment of such funds or liability
     is  not  reasonably assured to it under the  terms  of  this
     Declaration  or  indemnity reasonably  satisfactory  to  the
     Institutional Trustee against such risk or liability is  not
     reasonably assured to it;

          (v     the  Institutional  Trustee's  sole  duty   with
     respect   to   the  custody,  safe  keeping   and   physical
     preservation of the Debentures and the Institutional Trustee
     Account  shall be to deal with such property  in  a  similar
     manner  as  the  Institutional Trustee  deals  with  similar
     property  for its fiduciary accounts generally,  subject  to
     the protections and limitations on liability afforded to the
     Institutional Trustee under this Declaration,  the  Business
     Trust Act and the Trust Indenture Act;

          (vi   the  Institutional Trustee shall have no duty  or
     liability  for  or  with respect to the value,  genuineness,
     existence or sufficiency of the Debentures or the payment of
     any  taxes  or  assessments levied thereon or in  connection
     therewith;

          (vii the Institutional Trustee shall not be liable  for
     any  interest on any money received by it except as  it  may
     otherwise  agree  with  the  Sponsor.  Money  held  by   the
     Institutional  Trustee  need not be  segregated  from  other
     funds  held  by  it except in relation to the  Institutional
     Trustee  Account  maintained by  the  Institutional  Trustee
     pursuant  to  Section  3.8(c)(i) and except  to  the  extent
     otherwise required by law; and

          (viii      the  Institutional  Trustee  shall  not   be
     responsible  for monitoring the compliance  by  the  Regular
     Trustees  or the Sponsor with their respective duties  under
     this  Declaration,  nor shall the Institutional  Trustee  be
     liable for any default or misconduct of the Regular Trustees
     or the Sponsor.

SECTION III.10  CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE.

     (a    Subject to the provisions of Section 3.9:

          (i    the  Institutional Trustee may conclusively  rely
     and  shall  be fully protected in acting or refraining  from
     acting   upon   any   resolution,  certificate,   statement,
     instrument,  opinion,  report, notice,  request,  direction,
     consent,  order,  bond, debenture, note, other  evidence  of
     indebtedness or other paper or document believed by it to be
     genuine  and to have been signed, sent or presented  by  the
     proper party or parties;

          (ii   any  direction  or  act of  the  Sponsor  or  the
     Regular  Trustees contemplated by this Declaration shall  be
     sufficiently  evidenced  by  a  Direction  or  an  Officers'
     Certificate;

          (iii  whenever   in   the   administration   of   this
     Declaration,  the  Institutional  Trustee  shall   deem   it
     desirable  that  a  matter be proved or  established  before
     taking,  suffering  or  omitting any action  hereunder,  the
     Institutional  Trustee  (unless  other  evidence  is  herein
     specifically prescribed) may, in the absence of bad faith on
     its  part,  request and conclusively rely upon an  Officers'
     Certificate  which, upon receipt of such request,  shall  be
     promptly delivered by the Sponsor or the Regular Trustees;

          (iv  the  Institutional Trustee shall have no duty  to
     see   to  any  recording,  filing  or  registration  of  any
     instrument   (including   any  financing   or   continuation
     statement or any filing under tax or securities laws) or any
     rerecording, refiling or registration thereof;

          (v   the  Institutional  Trustee  may  consult   with
     counsel  or other experts and the advice or opinion of  such
     counsel and experts with respect to legal matters or  advice
     within the scope of such experts' area of expertise shall be
     full and complete authorization and protection in respect of
     any  action  taken, suffered or omitted by it  hereunder  in
     good  faith  and in accordance with such advice or  opinion.
     Such  counsel may be counsel to the Sponsor or  any  of  its
     Affiliates,  and  may  include any  of  its  employees.  The
     Institutional Trustee shall have the right at  any  time  to
     seek  instructions  concerning the  administration  of  this
     Declaration from any court of competent jurisdiction;

          (vi  the  Institutional  Trustee  shall  be  under  no
     obligation to exercise any of the rights or powers vested in
     it  by  this Declaration at the request or direction of  any
     Holder,  unless  such  Holder shall  have  provided  to  the
     Institutional  Trustee  security and  indemnity,  reasonably
     satisfactory  to  the  Institutional  Trustee,  against  the
     costs, expenses (including attorneys' fees and expenses  and
     the expenses of the Institutional Trustee's agents, nominees
     or  custodians) and liabilities that might be incurred by it
     in  complying with such request or direction, including such
     reasonable advances as may be requested by the Institutional
     Trustee  provided, that, nothing contained in  this  Section
     3.10(a)(vi)  shall  be  taken to relieve  the  Institutional
     Trustee, upon the occurrence of an Event of Default, of  its
     obligation to exercise the rights and powers vested in it by
     this Declaration;

          (vii the  Institutional  Trustee  shall  be  under  no
     obligation  to conduct an investigation into  the  facts  or
     matters  stated  in any resolution, certificate,  statement,
     instrument,  opinion,  report, notice,  request,  direction,
     consent,  order,  bond, debenture, note, other  evidence  of
     indebtedness   or   other  paper  or   document,   but   the
     Institutional  Trustee,  in its discretion,  may  make  such
     further  inquiry or investigation into such facts or matters
     as it may see fit;

          (viii the Institutional Trustee may execute any  of
     the  trusts  or  powers  hereunder  or  perform  any  duties
     hereunder   either  directly  or  by  or   through   agents,
     custodians,  nominees  or attorneys  and  the  Institutional
     Trustee  shall  not  be responsible for  any  misconduct  or
     negligence  on  the part of any agent or attorney  appointed
     with due care by it hereunder;

          (ix  any action taken by the Institutional Trustee  or
     its agents hereunder shall bind the Trust and the Holders of
     the  Securities,  and  the signature  of  the  Institutional
     Trustee  or  its  agents  alone  shall  be  sufficient   and
     effective  to  perform any such action and  no  third  party
     shall  be  required to inquire as to the  authority  of  the
     Institutional Trustee to so act or as to its compliance with
     any of the terms and provisions of this Declaration, both of
     which  shall  be conclusively evidenced by the Institutional
     Trustee's or its agent's taking such action;

          (x  whenever   in   the   administration   of   this
     Declaration   the  Institutional  Trustee  shall   deem   it
     desirable  to receive instructions with respect to enforcing
     any  remedy  or right or taking any other action  hereunder,
     the  Institutional Trustee (i) may request instructions from
     the Holders of the Securities which instructions may only be
     given  by  the Holders of the same proportion in liquidation
     amount of the Securities as would be entitled to direct  the
     Institutional  Trustee under the terms of the Securities  in
     respect  of  such remedy, right or action, (ii) may  refrain
     from  enforcing  such remedy or right or taking  such  other
     action until such instructions are received, and (iii) shall
     be  protected  in  conclusively  relying  on  or  acting  in
     accordance with such instructions; and

          (xi except  as otherwise expressly provided  by  this
     Declaration,  the Institutional Trustee shall not  be  under
     any  obligation  to  take any action that  is  discretionary
     under the provisions of this Declaration.

     (b     No  provision of this Declaration shall be deemed  to
impose  any  duty or obligation on the Institutional  Trustee  to
perform  any  act or acts or exercise any right, power,  duty  or
obligation  conferred or imposed on it, in  any  jurisdiction  in
which  it shall be illegal, or in which the Institutional Trustee
shall be unqualified or incompetent in accordance with applicable
law,  to  perform any such act or acts, or to exercise  any  such
right,  power,  duty  or  obligation.  No  permissive  power   or
authority  available  to  the  Institutional  Trustee  shall   be
construed to be a duty.

SECTION III.11  DELAWARE TRUSTEE.

     Notwithstanding  any  other provision  of  this  Declaration
other  than  Section  5.2,  the Delaware  Trustee  shall  not  be
entitled  to exercise any powers, nor shall the Delaware  Trustee
have  any  of  the  duties and responsibilities of  the  Trustees
(except  as  required under the Business Trust Act) described  in
this  Declaration.  Except  as set  forth  in  Section  5.2,  the
Delaware  Trustee  shall be a Trustee for the  sole  and  limited
purpose  of fulfilling the requirements of  3807 of the  Business
Trust Act.

SECTION III.12  EXECUTION OF DOCUMENTS.

     Unless  otherwise  determined by the Regular  Trustees,  and
except  as  otherwise  required by  the  Business  Trust  Act,  a
majority of or, if there are only two, any Regular Trustee or, if
there  is only one, such Regular Trustee is authorized to execute
on  behalf  of the Trust any documents that the Regular  Trustees
have the power and authority to execute pursuant to Section 3.6.

SECTION III.13   NOT  RESPONSIBLE  FOR RECITALS  OR  ISSUANCE  OF
          SECURITIES.

     The recitals contained in this Declaration shall be taken as
the statements of the Sponsor, and the Trustees do not assume any
responsibility  for  their  correctness.  The  Trustees  make  no
representations as to the value or condition of the  property  of
the   Trust   or   any  part  thereof.  The  Trustees   make   no
representations  as  to  the  validity  or  sufficiency  of  this
Declaration or the Securities.

SECTION III.14  DURATION OF TRUST.

     The  Trust,  unless dissolved pursuant to the provisions  of
Article VIII hereof, shall dissolve on March   , 2005.

SECTION III.15  MERGERS.

     (a     The Trust may not consolidate, amalgamate, merge with
or  into,  or  be replaced by, or convey, transfer or  lease  its
properties  and  assets  substantially  as  an  entirety  to  any
corporation or other body, except as described in Section 3.15(b)
and (c) or Section 6.3

     (b     The  Trust  may,  with  the consent  of  the  Regular
Trustees  or,  if  there are more than two,  a  majority  of  the
Regular  Trustees and without the consent of the Holders  of  the
Securities,  the  Delaware Trustee or the Institutional  Trustee,
consolidate, amalgamate, merge with or into, or be replaced by  a
trust  organized  as such under the laws of any  State;  provided
that if the Trust is not the surviving entity:

          (i    such  successor  entity (the "Successor  Entity")
     either:

                (A expressly  assumes all of the  obligations  of
          the Trust under the Securities; or

                (B substitutes  for the Capital Securities  other
          securities having substantially the same terms  as  the
          Capital  Securities  (the "Successor  Securities"),  so
          long  as the Successor Securities rank the same as  the
          Capital  Securities rank with respect to  Distributions
          and  payments  upon liquidation, redemption,  repayment
          and   otherwise   and  substitutes   for   the   Common
          Securities  other  securities having substantially  the
          same  terms  as  the Common Securities (the  "Successor
          Common  Securities"), so long as the  Successor  Common
          Securities rank the same as the Common Securities  rank
          with   respect  to  Distributions  and  payments   upon
          liquidation, redemption, repayment and otherwise;

          (ii   the  Debenture  Issuer expressly  acknowledges  a
     trustee  of  the  Successor Entity that possesses  the  same
     powers and duties as the Institutional Trustee as the holder
     of the Debentures;

          (iii  if  necessary,  the  Capital  Securities  or  any
     Successor  Securities  will  be  listed,  or  any  Successor
     Securities will be listed upon notification of issuance,  on
     any   national   securities   exchange   or   with   another
     organization on which the Capital Securities are then listed
     or quoted;

          (iv    such  merger,  consolidation,  amalgamation   or
     replacement does not cause the Capital Securities (including
     any Successor Securities) to be downgraded by any nationally
     recognized statistical rating organization;

          (v     such  merger,  consolidation,  amalgamation   or
     replacement   does   not  adversely   affect   the   rights,
     preferences and privileges of the Holders of the  Securities
     (including any Successor Securities and any Successor Common
     Securities) in any material respect (other than with respect
     to  any dilution of such Holders' interests in the successor
     entity);

          (vi   such Successor Entity has a purpose substantially
     identical to that of the Trust;

          (vii  prior to such merger, consolidation, amalgamation
     or  replacement, the Sponsor has received an  opinion  of  a
     nationally  recognized  independent  counsel  to  the  Trust
     experienced in such matters to the effect that:

                (A such  merger,  consolidation, amalgamation  or
          replacement  does  not  adversely  affect  the  rights,
          preferences  and  privileges  of  the  Holders  of  the
          Securities  (including  any  Successor  Securities  and
          Successor  Common  Securities) in any material  respect
          (other  than  with  respect  to  any  dilution  of  the
          Holders' interest in the successor entity);

                (B following    such    merger,    consolidation,
          amalgamation or replacement, neither the Trust nor  the
          Successor  Entity will be required to  register  as  an
          Investment Company; and

                (C following    such    merger,    consolidation,
          amalgamation   or  replacement,  the  Trust   (or   the
          Successor Entity) will continue to be classified  as  a
          grantor  trust  for  United States federal  income  tax
          purposes; and

          (viii the  Sponsor  guarantees the  obligations  of
     such  Successor  Entity under the Successor  Securities  and
     Successor Common Securities at least to the extent  provided
     by the Guarantee.

     (c     Notwithstanding Section 3.15(b), the Trust shall not,
except  with the consent of Holders of 100% in liquidation amount
of  the Securities, consolidate, amalgamate, merge with or  into,
or  be replaced by any other entity or permit any other entity to
consolidate,  amalgamate, merge with or into, or  replace  it  if
such  consolidation,  amalgamation, merger or  replacement  would
cause  the  Trust or Successor Entity to be classified  as  other
than  a  grantor  trust  for  United States  federal  income  tax
purposes.

                           ARTICLE IV

                            SPONSOR

SECTION IV.1    SPONSOR'S PURCHASE OF COMMON SECURITIES.

     On  the  Closing Date the Sponsor will purchase all  of  the
Common  Securities  issued by the Trust, in an  amount  at  least
equal to 3.0% of the total capital of the Trust, at the same time
as the Capital Securities are sold.

SECTION IV.2    RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.

     In  connection  with the issue, sale and, if necessary,  the
remarketing of the Capital Securities, the Sponsor shall have the
exclusive  right  and responsibility to engage in  the  following
activities:

     (a     to  prepare, execute and file with the  Commission  a
registration  statement on Form S-3 in relation  to  the  Capital
Securities, including any amendments thereto;

     (b    if necessary, to determine the States in which to take
appropriate action to qualify or register for sale all or part of
the  FELINE  PRIDES and to do any and all such acts,  other  than
actions which must be taken by the Trust, and advise the Trust of
actions  it  must take, and prepare for execution and filing  any
documents  to be executed and filed by the Trust, as the  Sponsor
deems  necessary  or  advisable  in  order  to  comply  with  the
applicable laws of any such States;

     (c      if  necessary,  to  prepare,  execute  and  file  an
application to the New York Stock Exchange or any other  national
stock  exchange  or the Nasdaq National Market for  listing  upon
notice of issuance of any Capital Securities;

     (d     if  necessary, to prepare, execute and file with  the
Commission  of a registration statement on Form 8-A  relating  to
the registration of the Capital Securities under Section 12(b) of
the Exchange Act, including any amendments thereto;

     (e     to  negotiate the terms of the Remarketing Agreement,
the   Remarketing   Underwriting  Agreement,   the   Underwriting
Agreement and the Pricing Agreement providing for the sale of the
FELINE PRIDES; and
     
     (f)        execute and enter into the Underwriting Agreement
and Pricing Agreement.

SECTION IV.3    RIGHT TO PROCEED.

     The  Sponsor acknowledges the rights of Holders to institute
a Direct Action as set forth in Section 3.8(e) hereto.

SECTION IV.4    EXPENSES.

     In  connection with the offering, sale and issuance  of  the
Debentures  to  the Institutional Trustee and in connection  with
the sale of the Securities by the Trust, the Debenture Issuer, in
its  capacity  as  borrower with respect to  the  Debentures,  is
required  under  Section 5.1 of the First Supplemental  Indenture
to:
     (a     pay  all costs and expenses relating to the offering,
sale and issuance of the Debentures, including commissions to the
underwriters  payable pursuant to the Underwriting Agreement  and
Pricing Agreement and compensation of the Debenture Trustee under
the Indenture in accordance with the provisions of the Indenture;

     (b     be  responsible  for  and shall  pay  all  debts  and
obligations (other than with respect to the Securities)  and  all
costs  and expenses of the Trust (including, but not limited  to,
costs and expenses relating to the organization, maintenance  and
dissolution of the Trust, the offering, sale and issuance of  the
Securities   (including  commissions  to  the   underwriters   in
connection   therewith),   the  fees  and   expenses   (including
reasonable  counsel  fees  and  expenses)  of  the  Institutional
Trustee, the Delaware Trustee and the Regular Trustees (including
any  amounts  payable under Article IX of this Declaration),  the
costs  and  expenses  relating to the  operation  of  the  Trust,
including, without limitation, costs and expenses of accountants,
attorneys,  statistical  or bookkeeping  services,  expenses  for
printing  and  engraving and computing or  accounting  equipment,
paying  agent(s),  registrar(s), transfer agent(s),  duplicating,
travel  and  telephone and other telecommunications expenses  and
costs  and  expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets and the enforcement by
the  Institutional Trustee of the rights of the  Holders  of  the
Securities;

     (c      be   primarily   liable  for   any   indemnification
obligations  arising  under Section  9.4  with  respect  to  this
Declaration; and

     (d     pay  any  and  all  taxes (other than  United  States
withholding  taxes attributable to the Trust or its  assets)  and
all liabilities, costs and expenses with respect to such taxes of
the Trust.

     The  Sponsor's obligations under this Section 4.4  shall  be
for  the  benefit of, and shall be enforceable by, any person  to
whom  such debts, obligations, costs, expenses and taxes are owed
(a  "Creditor") whether or not such Creditor has received  notice
hereof.  Any  such Creditor may enforce the Sponsor's obligations
under  this  Section  4.4 directly against the  Sponsor  and  the
Sponsor  irrevocably waives any right or remedy to  require  that
any  such Creditor take any action against the Trust or any other
Person  before  proceeding  against the  Sponsor.  The  Debenture
Issuer  agrees to execute such additional agreements  as  may  be
necessary  or  desirable  in order to give  full  effect  to  the
provisions of this Section 4.4.

                           ARTICLE V

                            TRUSTEES

SECTION V.1     NUMBER OF TRUSTEES.

     The number of Trustees initially shall be five (5), and:

     (a    at any time before the issuance of any Securities, the
Sponsor  may,  by  written instrument, increase or  decrease  the
number of Trustees; and

     (b     after  the issuance of any Securities, the number  of
Trustees may be increased or decreased by vote of the holders  of
a  majority in liquidation amount of the Common Securities voting
as  a class at a meeting of the Holders of the Common Securities;
provided, however, that, the number of Trustees shall in no event
be  less  than  two (2), provided further that (1)  one  Trustee,
shall meet the requirements of Section 5.2 (a) or  (b); (2) there
shall  be at least one Trustee who is an employee or officer  of,
or  is affiliated with the Sponsor (a "Regular Trustee"); and (3)
one  Trustee shall be the Institutional Trustee for  so  long  as
this Declaration is required to qualify as an indenture under the
Trust  Indenture  Act, and such Institutional  Trustee  may  also
serve   as   Delaware   Trustee  if  it  meets   the   applicable
requirements.

SECTION V.2     DELAWARE TRUSTEE.

     If  required  by  the Business Trust Act, one  Trustee  (the
"Delaware Trustee") shall be:

     (a     a  natural person who is a resident of the  State  of
Delaware; or

     (b     if  not  a  natural person, an entity which  has  its
principal  place  of  business in  the  State  of  Delaware,  and
otherwise  meets  the  requirements of applicable  law,  provided
that,  if  the Institutional Trustee has its principal  place  of
business  in  the  State  of Delaware  and  otherwise  meets  the
requirements  of  applicable law, then the Institutional  Trustee
shall also be the Delaware Trustee and Section 3.11 shall have no
application.

     (c    The initial Delaware Trustee shall be:

                First Chicago Delaware Inc.
                300 King Street
                Wilmington, DE  19801

SECTION V.3     INSTITUTIONAL TRUSTEE; ELIGIBILITY.

     (a     There  shall at all times be one Trustee which  shall
act  as Institutional Trustee for so long as this Declaration  is
required  to  qualify as an indenture under the  Trust  Indenture
Act, which shall:

          (i   not be an Affiliate of the Sponsor; and

          (ii   be  a  corporation organized and  doing  business
     under  the laws of the United States of America or any State
     or  Territory thereof or of the District of Columbia,  or  a
     Person   permitted  by  the  Commission   to   act   as   an
     institutional   trustee  under  the  Trust  Indenture   Act,
     authorized  under  such  laws to  exercise  corporate  trust
     powers,  having a combined capital and surplus of  at  least
     750  million  U.S. dollars ($750,000,000),  and  subject  to
     supervision or examination by Federal, State, Territorial or
     District   of   Columbia  authority.  If  such   corporation
     publishes  reports of condition at least annually,  pursuant
     to  law  or  to  the  requirements  of  the  supervising  or
     examining authority referred to above, then for the purposes
     of this Section 5.3(a)(ii), the combined capital and surplus
     of  such  corporation shall be deemed  to  be  its  combined
     capital  and surplus as set forth in its most recent  report
     of condition so published.

     (b     If  at any time the Institutional Trustee shall cease
to  be eligible to so act under Section 5.3(a), the Institutional
Trustee  shall  immediately resign in the  manner  and  with  the
effect set forth in Section 5.6(c).

     (c     If the Institutional Trustee has or shall acquire any
"conflicting  interest"  within the meaning  of   310(b)  of  the
Trust Indenture Act, the Institutional Trustee and the Holder  of
the  Common Securities (as if it were the obligor referred to  in
310(b)  of the Trust Indenture Act) shall in all respects  comply
with the provisions of  310(b) of the Trust Indenture Act.

     (d     The Guarantee and the Indenture shall be deemed to be
specifically described in this Declaration and the Indenture  for
purposes of clause (i) of the first proviso contained in  Section
310(b) of the Trust Indenture Act.

     (e    The initial Institutional Trustee shall be:

                The First National Bank of Chicago
                One First National Plaza
                Suite 0126
                Chicago, IL  60670-0126
                Attention:  Corporate Trust Services Division

SECTION V.4      CERTAIN  QUALIFICATIONS OF REGULAR TRUSTEES  AND
                 DELAWARE TRUSTEE GENERALLY.

     Each  Regular Trustee and the Delaware Trustee  (unless  the
Institutional  Trustee also acts as Delaware  Trustee)  shall  be
either  a  natural person who is at least 21 years of  age  or  a
legal  entity  that  shall act through  one  or  more  Authorized
Officers.

SECTION V.5     REGULAR TRUSTEES.

     The initial Regular Trustees shall be:

          Nancy Casablanca
          Ronald Heller
          Patricia Nachtigal

     (a     Except as expressly set forth in this Declaration and
except  if  a  meeting  of the Regular Trustees  is  called  with
respect to any matter over which the Regular Trustees have  power
to act, any power of the Regular Trustees may be exercised by, or
with the consent of, any one such Regular Trustee.

     (b     Unless  otherwise determined by the Regular Trustees,
and  except  as otherwise required by the Business Trust  Act  or
applicable  law, any Regular Trustee is authorized to execute  on
behalf of the Trust any documents which the Regular Trustees have
the power and authority to cause the Trust to execute pursuant to
Section 3.6; and

     (c    a Regular Trustee may, by power of attorney consistent
with  applicable law, delegate to any other natural  person  over
the  age  of 21 his or her power for the purposes of signing  any
documents  that the Regular Trustees have power and authority  to
cause the Trust to execute pursuant to Section 3.6.

SECTION V.6     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

     (a     Subject to Section 5.6(b), Trustees may be  appointed
or removed without cause at any time:

          (i    until the issuance of any Securities, by  written
     instrument executed by the Sponsor; and

          (ii   after the issuance of any Securities, by vote  of
     the  Holders  of  a Majority in liquidation  amount  of  the
     Common  Securities voting as a class at  a  meeting  of  the
     Holders of the Common Securities.

     (b    (i     The Trustee that acts as Institutional  Trustee
     shall not be removed in accordance with Section 5.6(a) until
     a    successor   Institutional   Trustee   possessing    the
     qualifications  to  act  as  Institutional   Trustee   under
     Sections  5.2 and 5.3 (a "Successor Institutional  Trustee")
     has  been  appointed  and has accepted such  appointment  by
     written  instrument executed by such Successor Institutional
     Trustee  and  delivered  to  the Regular  Trustees  and  the
     Sponsor; and

          (ii   The  Trustee that acts as Delaware Trustee  shall
     not  be  removed in accordance with Section 5.6(a)  until  a
     successor  Trustee possessing the qualifications to  act  as
     Delaware  Trustee under Sections 5.2 and 5.4  (a  "Successor
     Delaware Trustee") has been appointed and has accepted  such
     appointment by written instrument executed by such Successor
     Delaware  Trustee and delivered to the Regular Trustees  and
     the Sponsor.

     (c     A Trustee appointed to office shall hold office until
such  Trustee's successor shall have been appointed or until such
Trustee's death, bankruptcy, dissolution, termination, removal or
resignation. Any Trustee may resign from office (without need for
prior  or  subsequent  accounting) by an  instrument  in  writing
signed by the Trustee and delivered to the Sponsor and the Trust,
which  resignation shall take effect upon such delivery  or  upon
such later date as is specified therein; provided, however, that:

          (i    no  such resignation of the Trustee that acts  as
     the Institutional Trustee shall be effective:

                (A until  a  Successor Institutional Trustee  has
          been  appointed  and has accepted such  appointment  by
          instrument  executed  by  such Successor  Institutional
          Trustee  and  delivered to the Trust, the  Sponsor  and
          the resigning Institutional Trustee; or

                (B until  the  assets  of  the  Trust  have  been
          completely   liquidated  and   the   proceeds   thereof
          distributed to the holders of the Securities; and

          (ii   no  such resignation of the Trustee that acts  as
     the  Delaware Trustee shall be effective until  a  Successor
     Delaware  Trustee has been appointed and has  accepted  such
     appointment   by  instrument  executed  by  such   Successor
     Delaware Trustee and delivered to the Trust, the Sponsor and
     the resigning Delaware Trustee.

     (d     The  Holders of the Common Securities shall  use  all
reasonable  efforts  to  promptly appoint  a  Successor  Delaware
Trustee  or Successor Institutional Trustee, as the case may  be,
if  the Institutional Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.

     (e     If  no  Successor Institutional Trustee or  Successor
Delaware   Trustee  shall  have  been  appointed   and   accepted
appointment as provided in this Section 5.6 within 60 days  after
delivery  to  the  Sponsor  and the Trust  of  an  instrument  of
resignation,  the  resigning Institutional  Trustee  or  Delaware
Trustee,  as  applicable, may petition  any  court  of  competent
jurisdiction for appointment of a Successor Institutional Trustee
or  Successor  Delaware Trustee. Such court may thereupon,  after
prescribing  such  notice, if any, as  it  may  deem  proper  and
prescribe, appoint a Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.

     (f     No Institutional Trustee or Delaware Trustee shall be
liable  for  the  acts  or  omissions to  act  of  any  Successor
Institutional Trustee or Successor Delaware Trustee, as the  case
may be.

SECTION V.7     VACANCIES AMONG TRUSTEES.

     If  a  Trustee ceases to hold office for any reason and  the
number of Trustees is not reduced pursuant to Section 5.1, or  if
the  number of Trustees is increased pursuant to Section  5.1,  a
vacancy  shall  occur. A resolution certifying the  existence  of
such  vacancy by the Regular Trustees or, if there are more  than
two Regular Trustees, a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy
shall  be  filled  with a Trustee appointed  in  accordance  with
Section 5.6.

SECTION V.8     EFFECT OF VACANCIES.

     The  death,  resignation, retirement,  removal,  bankruptcy,
dissolution, liquidation, incompetence or incapacity  to  perform
the  duties of a Trustee shall not operate to annul, dissolve  or
terminate  the  Trust or terminate this Declaration.  Whenever  a
vacancy  among  the  Regular Trustees  shall  occur,  until  such
vacancy  is  filled  by the appointment of a Regular  Trustee  in
accordance  with  Section 5.6, the Regular  Trustees  in  office,
regardless of their number, shall have all the powers granted  to
the  Regular Trustees and shall discharge all the duties  imposed
upon the Regular Trustees by this Declaration.

SECTION V.9     MEETINGS.

     If  there is more than one Regular Trustee, meetings of  the
Regular Trustees shall be held from time to time upon the call of
any Regular Trustee. Regular meetings of the Regular Trustees may
be  held  at a time and place fixed by resolution of the  Regular
Trustees.  Notice  of  any  in-person  meetings  of  the  Regular
Trustees  shall  be  hand  delivered or  otherwise  delivered  in
writing  (including by facsimile, with a hard copy  by  overnight
courier)  not less than 48 hours before such meeting.  Notice  of
any  telephonic meetings of the Regular Trustees or any committee
thereof shall be hand delivered or otherwise delivered in writing
(including  by facsimile, with a hard copy by overnight  courier)
not less than 24 hours before a meeting. Notices shall contain  a
brief  statement of the time, place and anticipated  purposes  of
the meeting. The presence (whether in person or by telephone)  of
a  Regular  Trustee  at a meeting shall constitute  a  waiver  of
notice  of such meeting except where a Regular Trustee attends  a
meeting  for  the express purpose of objecting to the transaction
of  any  activity  on the ground that the meeting  has  not  been
lawfully  called or convened. Unless provided otherwise  in  this
Declaration, any action of the Regular Trustees may be  taken  at
(i)  a  meeting  by  vote of a majority of the  Regular  Trustees
present (whether in person or by telephone) and eligible to  vote
with  respect to such matter, provided that a Quorum is  present,
or (ii) without a meeting by the unanimous written consent of the
Regular Trustees. In the event there is only one Regular Trustee,
any and all action of such Regular Trustee shall be evidenced  by
a written consent of such Regular Trustee.

SECTION V.10    DELEGATION OF POWER.

     (a      Any  Regular  Trustee  may,  by  power  of  attorney
consistent  with  applicable law, delegate to any  other  natural
person  over  the age of 21 his or her power for the  purpose  of
executing any documents contemplated in Section 3.6; and

     (b    the Regular Trustees shall have power to delegate from
time  to time to such of their number or to officers of the Trust
the  doing  of such things and the execution of such  instruments
either  in  the  name of the Trust or the names  of  the  Regular
Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law
or contrary to the provisions of the Trust, as set forth herein.

SECTION V.11     MERGER,  CONVERSION. CONSOLIDATION OR SUCCESSION
                 TO BUSINESS.

     Any  corporation into which the Institutional Trustee or the
Delaware  Trustee, as the case may be, may be merged or converted
or  with  which  either may be consolidated, or  any  corporation
resulting from any merger, conversion or consolidation  to  which
the  Institutional Trustee or the Delaware Trustee, as  the  case
may be, shall be a party, or any corporation succeeding to all or
substantially   all   the  corporate  trust   business   of   the
Institutional Trustee or the Delaware Trustee, as  the  case  may
be,  shall be the successor of the Institutional Trustee  or  the
Delaware  Trustee, as the case may be, hereunder,  provided  such
corporation shall be otherwise qualified and eligible under  this
Article,  without  the execution or filing of any  paper  or  any
further act on the part of any of the parties hereto.

                           ARTICLE VI

                         THE SECURITIES

SECTION VI.1    DESIGNATION AND NUMBER.

     (a     Capital  Securities.   Capital  Securities,  with  an
aggregate  liquidation amount with respect to the assets  of  the
Trust  of  $402,500,000 and a liquidation amount with respect  to
the  assets  of  the Trust of $25 per capital  security  will  be
issued by the Trust. The Capital Security Certificates evidencing
the  Capital  Securities shall be substantially in  the  form  of
Exhibit  A-1 to the Declaration, with such changes and  additions
thereto  or  deletions therefrom as may be required by applicable
law  or  the  rules  of any stock exchange on which  the  Capital
Securities are listed or to conform to ordinary usage, custom  or
practice.

     (b      Common  Securities.   Common  Securities   with   an
aggregate  liquidation amount with respect to the assets  of  the
Trust of $12,448,475 and a liquidation amount with respect to the
assets of the Trust of $25 per common security will be issued  by
the  Trust.   The  Common  Security Certificates  evidencing  the
Common  Securities shall be substantially in the form of  Exhibit
A-2  to  the Declaration, with such changes and additions thereto
or deletions therefrom as may be required by applicable law or to
conform to ordinary usage, custom or practice.

SECTION VI.2    DISTRIBUTIONS.

     (a     Distributions payable on each Security will be  fixed
initially at a rate per annum of 6.22% (the "Coupon Rate") of the
stated liquidation amount of $25 per Security until May 15, 2001,
and  at the Reset Rate thereafter, such rates being the rates  of
interest   payable  on  the  Debentures  to  be   held   by   the
Institutional Trustee. Distributions in arrears for more than one
quarter  will accumulate and compound quarterly at  the  rate  of
6.22%  until  May 15, 2001, and at the Reset Rate thereafter  (to
the extent permitted by applicable law). The term "Distributions"
as  used  herein includes such cash distributions  and  any  such
accumulated  distribution  that  are  payable  unless   otherwise
stated.  A  Distribution  is payable  only  to  the  extent  that
payments  are  made  in  respect of the Debentures  held  by  the
Institutional Trustee and to the extent the Institutional Trustee
has funds available therefor. The amount of Distributions payable
for   any   period  will  be  computed  for  any  full  quarterly
Distribution period on the basis of a 360-day year consisting  of
twelve  30-day  months, and for any period shorter  than  a  full
quarterly   Distribution  period  for  which  Distributions   are
computed,  Distributions will be computed on  the  basis  of  the
actual number of days elapsed per 30-day month.

     (b     Distributions on the Securities will  be  cumulative,
will accrue from March 23, 1998, and will be payable quarterly in
arrears,  on  February 16, May 16, August 16 and November  16  of
each  year,  commencing  on  May 16, 1998,  except  as  otherwise
described  below. The Debenture Issuer has the  right  under  the
Indenture to defer payments of interest by extending the interest
payment  period from time to time on the Debentures for a  period
not  extending, in the aggregate, beyond the maturity date of the
Debentures  (each an "Extension Period").  During such  Extension
Period no interest shall be due and payable on the Debentures. As
a  consequence  of  such  deferral, Distributions  will  also  be
deferred.  Despite  such deferral, quarterly  Distributions  will
continue  to accumulate at the rate of 6.22% until May 15,  2001,
and at the Reset Rate thereafter, compounded quarterly during any
such  Extension  Period  (to the extent permitted  by  applicable
law).  Payments  of  accrued Distributions  will  be  payable  to
Holders  as they appear on the books and records of the Trust  on
the first record date after the end of the Extension Period. Upon
the  termination of any Extension Period and the payment  of  all
amounts  then  due,  the  Debenture Issuer  may  commence  a  new
Extension  Period; provided that such Extension  Period  together
with  all  such previous and further extensions thereof  may  not
exceed beyond the maturity date of the Debentures.

     (c    Distributions on the Securities will be payable to the
Holders  thereof as they appear on the books and records  of  the
Trust  at  the close of business on the Business Day  immediately
preceding  each of the relevant payment dates on the  Securities.
Subject to any applicable laws and regulations and the provisions
of  the  Declaration, each such payment in respect of the Capital
Securities   will  be  made  as  described  under   the   heading
"Description  of  the  Capital  Securities  --  Book  Entry  Only
Issuance   -The  Depository  Trust  Company"  in  the  Prospectus
Supplement dated March 17, 1998 to the Prospectus dated March 17,
1998  (collectively, the "Prospectus") of the Trust  relating  to
the  Registration Statement on Form S-3 (file no.  333-38367)  of
the  Sponsor  and the Trust. The relevant record  dates  for  the
Common  Securities  shall be the same  record  date  as  for  the
Capital  Securities. If the Capital Securities shall not continue
to  remain in book-entry only form or are not in book-entry  only
form  at  issuance,  the relevant record dates  for  the  Capital
Securities, shall conform to the rules of any securities exchange
on  which  the securities are listed and, if none,  as  shall  be
selected  by the Regular Trustees, which dates shall be at  least
more  than  one,  but  less  than 60  Business  Days  before  the
relevant  payment  dates, which payment dates correspond  to  the
interest  payment dates on the Debentures. Distributions  payable
on   any   Securities  that  are  not  punctually  paid  on   any
Distribution  payment date, as a result of the  Debenture  Issuer
having failed to make a payment under the Debentures, will  cease
to  be  payable  to the Person in whose name such Securities  are
registered  on  the  relevant record  date,  and  such  defaulted
Distribution will instead be payable to the Person in whose  name
such  Securities  are registered on the special  record  date  or
other specified date determined in accordance with the Indenture.
If  any date on which Distributions are payable on the Securities
is  not  a Business Day, then payment of the Distribution payable
on  such date will be made on the next succeeding day that  is  a
Business  Day  (and  without any interest  or  other  payment  in
respect of any such delay) except that, if such Business  Day  is
in  the next succeeding calendar year, such payment shall be made
on  the immediately preceding Business Day, in each case with the
same  force  and effect as if made on such date. So long  as  the
Holder  of  any Capital Securities is the Collateral  Agent,  the
payment of Distributions on such Capital Securities held  by  the
Collateral  Agent will be made at such place and to such  account
as may be designated by the Collateral Agent.

     (d     The  Coupon Rate on the Securities (as  well  as  the
interest  rate  on  the Debentures) will be reset  on  the  third
Business   Day   immediately  preceding  the  Purchase   Contract
Settlement  Date to the Reset Rate (which Reset Rate will  be  in
effect  on and after the Purchase Contract Settlement Date).   On
the  Reset  Announcement Date, the Reset Spread and the  Two-Year
Benchmark Treasury to be used to determine the Reset Rate will be
announced  by  the  Sponsor.   On the  Business  Day  immediately
following  the Reset Announcement Date, the Holders of Securities
will  be  notified  of such Reset Spread and  Two-Year  Benchmark
Treasury by the Sponsor.  Such notice shall be sufficiently given
to Holders of Securities if published in an Authorized Newspaper.

     (e     Not  later than seven calendar days nor more than  15
calendar  days prior to the Reset Announcement Date, the  Sponsor
will  notify DTC or its nominee (or any successor Clearing Agency
or  its  nominee) by first-class mail, postage prepaid, to notify
the   Capital  Security  Beneficial  Owners  or  Clearing  Agency
Participants holding Capital Securities, Income PRIDES or  Growth
PRIDES, of such Reset Announcement Date and the procedures to  be
followed  by such Holders of Income PRIDES who intend  to  settle
their obligation under the Purchase Contract with separate cash.

     (f    In the event that there is any money or other property
held  by  or  for the Trust that is not accounted for  hereunder,
such  property  shall  be distributed Pro  Rata  (as  defined  in
Section  6.10  of  this  Agreement)  among  the  Holders  of  the
Securities.

SECTION VI.3    LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

     In  the event of any voluntary or involuntary dissolution of
the  Trust  (unless  a Tax Event Redemption  has  occurred),  the
Holders of the Securities on the date of the dissolution will  be
entitled  to  receive  out  of the assets  of  the  Trust,  after
satisfaction  of  liabilities  to  creditors,  Debentures  in  an
aggregate   principal  amount  equal  to  the  aggregate   stated
liquidation  amount  of such Securities, with  an  interest  rate
equal  to the rate of 6.22%, if on or prior to May 15, 2001,  and
the  Reset  Rate  thereafter,  and  bearing  accrued  and  unpaid
interest   in  an  amount  equal  to  the  accrued   and   unpaid
Distributions  on such Securities and which shall be  distributed
on  a Pro Rata basis to the Holders of the Securities in exchange
for   such   Securities   (such  amount  being   a   "Liquidation
Distribution").

     If,  upon any such dissolution, the Liquidation Distribution
can  be  paid  only  in part because the Trust  has  insufficient
assets  available  to  pay  in  full  the  aggregate  Liquidation
Distribution, then, except as otherwise provided in Section  6.11
hereof,  the  amounts  payable  directly  by  the  Trust  on  the
Securities shall be paid on a Pro Rata basis.

SECTION VI.4    REDEMPTION AND DISTRIBUTION.

     (a)    Upon  the redemption of the Debentures in whole  (but
not  in  part),  at maturity, the proceeds from  such  redemption
shall,  after  satisfaction  of  liabilities  to  creditors,   be
simultaneously applied to redeem Securities (on a Pro Rata basis)
having  an  aggregate liquidation amount equal to  the  aggregate
principal  amount of the Debentures so redeemed at  a  redemption
price  of  $25 per Security plus an amount equal to  accrued  and
unpaid  Distributions  thereon at  the  date  of  the  repayment,
payable in cash.

     (b)    If  an  Investment Company Event shall occur  and  be
continuing  the  Regular Trustees shall dissolve the  Trust  and,
after  satisfaction of liabilities to creditors, cause Debentures
held  by the Institutional Trustee, having an aggregate principal
amount equal to the aggregate stated liquidation amount of,  with
an  interest rate the rate of 6.22%, if on or prior  to  May  15,
2001,  and  the  Reset Rate thereafter, and  accrued  and  unpaid
interest equal to accrued and unpaid Distributions on, and having
the  same  record  date  for payment as  the  Securities,  to  be
distributed  to  the Holders of the Securities in liquidation  of
such  Holders' interests in the Trust on a Pro Rata basis, within
90 days following the occurrence of such Investment Company Event
(the  "90  Day Period"); provided, however, that, if at the  time
there  is  available to the Trust the opportunity  to  eliminate,
within  the 90 Day Period, the Investment Company Event by taking
some  Ministerial Action, the Regular Trustees will  pursue  such
Ministerial Action in lieu of dissolution.

     (c)    If  a  Tax  Event shall occur and be continuing,  the
Debentures are, at the option of the Debenture Issuer, redeemable
pursuant  to  a  Tax Event Redemption.  If the  Debenture  Issuer
redeems the Debentures upon the occurrence and continuance  of  a
Tax Event, the proceeds from such redemption shall simultaneously
be  applied by the Institutional Trustee to redeem the Securities
(on  a  Pro  Rata  basis) having an aggregate stated  liquidation
amount  equal to the aggregate principal amount of the Debentures
so   redeemed  at   the  Redemption  Price.   If,  following  the
occurrence  of  a Tax Event, the Debenture Issuer  exercises  its
option  to  redeem  the Debentures prior to  May  15,  2001,  the
Debenture  Issuer shall appoint the Quotation Agent  to  assemble
the  Treasury  Portfolio in consultation with the  Company.   The
Institutional  Trustee will distribute, to the record  Holder  of
the  Securities  the Redemption Price payable in  liquidation  of
such Holder's interests in the Trust.

     On and from the date fixed by the Regular Trustees for a Tax
Event   Redemption   or  any  distribution  of   Debentures   and
dissolution  of the Trust: (i) the Securities will no  longer  be
deemed  to  be  outstanding and (ii) DTC or its nominee  (or  any
successor Clearing Agency or its nominee) or the record Holder of
the   Capital  Securities,  will  receive  a  registered   global
certificate  or  certificates representing the Debentures  to  be
delivered   upon   such   distribution   and   any   certificates
representing  Securities,  except for  certificates  representing
Capital  Securities held by DTC or its nominee (or any  successor
Clearing  Agency  or  its nominee), will be deemed  to  represent
beneficial  interests  in  the  Debentures  having  an  aggregate
principal amount equal to the aggregate stated liquidation amount
of  $25, with an interest rate of 6.22% if on or prior to May 15,
2001,  and  at the Reset Rate thereafter, and accrued and  unpaid
interest  equal  to  accrued  and unpaid  Distributions  on  such
Securities until such certificates are presented to the Debenture
Issuer or its agent for transfer or reissue.

SECTION VI.5    REDEMPTION OR DISTRIBUTION PROCEDURES.

     (a)    Notice  of  any redemption (other than in  connection
with   the   maturity  of  the  Debentures)  of,  or  notice   of
distribution  of  Debentures in exchange for, the  Securities  (a
"Redemption/Distribution Notice") will be given by the  Trust  by
mail to each Holder of Securities to be redeemed or exchanged not
fewer  than  30 nor more than 60 days before the date  fixed  for
redemption  or  exchange  thereof  which,  in  the  case   of   a
redemption,  will be the Tax Event Redemption Date. For  purposes
of  the calculation of the date of redemption or exchange and the
dates on which notices are given pursuant to this Section 6.5(a),
a  Redemption/Distribution Notice shall be deemed to be given  on
the  day such notice is first mailed by first-class mail, postage
prepaid,  to  Holders of Securities. Each Redemption/Distribution
Notice  shall  be addressed to the Holders of Securities  at  the
address of each such Holder appearing in the books and records of
the Trust. No defect in the Redemption/Distribution Notice or  in
the  mailing  of either thereof with respect to any Holder  shall
affect  the  validity  of the redemption or exchange  proceedings
with respect to any other Holder.

     (b)   If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only  be  issued
if  the Debentures are redeemed as set out in this Section 6.5(a)
(such  notice  will be irrevocable), then (A) while  the  Capital
Securities  are  in  book-entry only form, with  respect  to  the
Capital  Securities, by 12:00 noon, New York City  time,  on  the
redemption date, provided that the Debenture Issuer has paid  the
Institutional  Trustee a sufficient amount of cash in  connection
with  the  related redemption or maturity of the Debentures,  the
Institutional Trustee will deposit irrevocably with  DTC  or  its
nominee  (or any successor Clearing Agency or its nominee)  funds
sufficient to pay the applicable Redemption Price with respect to
the Capital Securities and will give DTC irrevocable instructions
and  authority to pay the Redemption Price to the Holders of  the
Capital Securities so called for redemption, and (B) with respect
to  Capital  Securities  issued in  definitive  form  and  Common
Securities,  provided  that the Debenture  Issuer  has  paid  the
Institutional  Trustee a sufficient amount of cash in  connection
with  the  related redemption or maturity of the Debentures,  the
Institutional Trustee will pay the relevant Redemption  Price  to
the Holders of such Securities by check mailed to the address  of
the  relevant  Holder appearing on the books and records  of  the
Trust.   Notwithstanding the foregoing, so long as the Holder  of
any  Capital  Securities is the Collateral Agent or the  Purchase
Contract Agent, the payment of the Redemption Price in respect of
such  Capital  Securities  held by the Collateral  Agent  or  the
Purchase  Contract Agent shall be made no later than 12:00  noon,
New York City time, on the Tax Event Redemption Date by check  or
wire transfer in immediately available funds at such place and to
such account as may be designated by the Collateral Agent or  the
Purchase  Contract  Agent.   If a Redemption/Distribution  Notice
shall  have  been  given  and  funds deposited  as  required,  if
applicable,  then immediately prior to the close of  business  on
the  date  of  such  deposit,  or  on  the  redemption  date,  as
applicable, distributions will cease to accrue on the  Securities
so  redeemed  and  all rights of Holders of  such  Securities  so
called for redemption will cease, except the right of the Holders
of  such  Securities to receive the Redemption Price, but without
interest  on such Redemption Price. Neither the Regular  Trustees
nor  the  Trust  shall be required to register  or  cause  to  be
registered  the  transfer of any Securities  that  have  been  so
called  for  redemption.  If any date  fixed  for  redemption  of
Securities  is not a Business Day, then payment of the Redemption
Price  payable  on such date will be made on the next  succeeding
day that is a Business Day (without any interest or other payment
in  respect of any such delay) except that, if such Business  Day
falls in the next calendar year, such payment will be made on the
immediately  preceding Business Day, in each case with  the  same
force and effect as if made on such date fixed for repayment.  If
payment  of the Redemption Price in respect of any Securities  is
improperly  withheld  or  refused and  not  paid  either  by  the
Institutional Trustee or by the Sponsor as guarantor pursuant  to
the   relevant  Securities  Guarantee,  Distributions   on   such
Securities  will continue to accrue from the original  redemption
date  to  the  actual date of payment, in which case  the  actual
payment date will be considered the date fixed for repayment  for
purposes of calculating the Redemption Price.

     (c)    Redemption/Distribution Notices shall be sent by  the
Trust  to  (A) in respect of the Capital Securities, DTC  or  its
nominee (or any successor Clearing Agency or its nominee) if  the
Global  Certificates have been issued or, if  Definitive  Capital
Security  Certificates have been issued, to the Holders  thereof,
and  (B)  in  respect  of the Common Securities,  to  the  Holder
thereof.

     (d)     Subject   to   the  foregoing  and  applicable   law
(including, without limitation, United States federal  securities
laws) the Sponsor or any of its subsidiaries may at any time  and
from  time  to  time purchase outstanding Capital  Securities  by
tender, in the open market or by private agreement.

SECTION VI.6    REPAYMENT AT OPTION OF HOLDERS.

     (a)    If  a  Failed  Remarketing (as described  in  Section
5.4(b) of the Purchase Contract Agreement and incorporated herein
by  reference) has occurred, each holder of Securities who  holds
such  Securities  on the day immediately following  the  Purchase
Contract  Settlement Date, shall have the right on  the  Business
Day  immediately following May 16, 2001 to require the  Trust  to
distribute their pro rata share of the Debentures to the Exchange
Agent and to require the Exchange Agent to put such Debentures to
the  Company on behalf of such holders on June 1, 2001,  upon  at
least three Business Days' prior notice (the "Put Option Exercise
Date"),  at a repayment price of $25 per Security plus an  amount
equal to the accrued and unpaid Distributions (including deferred
distributions  if any) thereon to the date of payment  (the  "Put
Option Repayment Price").  Pursuant to such Put Option.

     (b)    The Exchange Agent shall obtain funds to pay the  Put
Option  Repayment Price of Securities being repaid under the  Put
Option  through  presentation by it to the  Debenture  Issuer  of
Debentures  in  an  aggregate  principal  amount  equal  to   the
aggregate  stated  liquidation  amount  of  such  Securities  for
repayment  on  the  Put  Option Exercise Date  at  the  Debenture
Repayment Price.

     (c)    In  order for the Securities to be repaid on the  Put
Option Exercise Date, the Trust must receive on or prior to  4:00
p.m.  on  the  third Business Day immediately preceding  the  Put
Option  Exercise  Date,  at the Corporate  Trust  Office  of  the
Institutional  Trustee  (who will in  turn  notify  the  Exchange
Agent),  the  Securities  to be repaid  with  the  form  entitled
"Option  to Elect Repayment" on the reverse thereof or  otherwise
accompanying  such  Security  duly  completed.  Any  such  notice
received by the Trust shall be irrevocable. All questions  as  to
the   validity,  eligibility  (including  time  of  receipt)  and
acceptance of the Securities for repayment shall be determined by
the Trust, whose determination shall be final and binding.

     (d)    Payment of the Put Option Repayment Price to  Holders
of  Securities shall be made at the Corporate Trust Office of the
Exchange  Agent, provided that the Debenture Issuer has paid  the
Exchange Agent a sufficient amount of cash in connection with the
related  repayment of the Debenture no later than 1:00 p.m.,  New
York  City time, on the Put Option Exercise Date by check or wire
transfer in immediately available funds at such place and to such
account  as  may be designated by such Holders.  If the  Exchange
Agent holds immediately available funds sufficient to pay the Put
Option  Repayment  Price  of such Securities,  then,  immediately
prior  to the close of business on the Put Option Exercise  Date,
such  Securities  will cease to be outstanding and  distributions
thereon  will  cease  to accrue, whether or  not  Securities  are
delivered  to the Institutional Trustee, and all other rights  of
the  Holder in respect of the Securities, including the  Holder's
right  to  require  the  Trust to repay  such  Securities,  shall
terminate  and  lapse (other than the right to  receive  the  Put
Option  Repayment Price but without interest on such  Put  Option
Repayment  Price).  Neither the Regular Trustees  nor  the  Trust
shall  be  required  to register or cause to  be  registered  the
transfer  of any Securities for which repayment has been elected.
If  payment  of  the  Put Option Repayment Price  in  respect  of
Securities  is (i) improperly withheld or refused  and  not  paid
either  by  the  Exchange Agent or by the  Sponsor  as  guarantor
pursuant  to  the Securities Guarantee, or (ii) not paid  by  the
Exchange Agent as the result of an Event of Default with  respect
to the Debentures presented for repayment as described in Section
6.6(b), Distributions on such Securities will continue to accrue,
from the original Put Option Exercise Date to the actual date  of
payment, in which case the actual payment date will be considered
the  Put Option Exercise Date for purposes of calculating the Put
Option Repayment Price.

     (e)    The  Debenture Issuer will request,  not  later  than
seven  nor more than 15 calendar days prior to May 16, 2001  (the
date  on  which  some or all of the Capital Securities  could  be
remarketed  in  the  manner described in Section  5.4(b)  of  the
Purchase Contract Agreement and incorporated herein by reference)
that  DTC notify the Capital Securities Beneficial Owner as  well
as   the  Income  PRIDES  and  Growth  PRIDES  holders  of   such
remarketing  and  of the procedures that must be  followed  if  a
Capital  Securities  Beneficial Owner  wishes  to  exercise  such
holder's rights with respect to the Put Option.

SECTION VI.7    VOTING RIGHTS - CAPITAL SECURITIES.

     (a)    Except as provided under Sections 6.7(b) and 6.8  and
as  otherwise required by law and the Declaration, the Holders of
the Capital Securities will have no voting rights.

     (b)     Subject  to  the  requirements  set  forth  in  this
paragraph, the Holders of a Majority in liquidation amount of the
Capital  Securities, voting separately as a class may direct  the
time,  method,  and  place of conducting any proceeding  for  any
remedy available to the Institutional Trustee, or the exercise of
any trust or power conferred upon the Institutional Trustee under
the  Declaration,  including (i) directing the time,  method  and
place  of  conducting any proceeding for any remedy available  to
the Debenture Trustee, or exercising any trust or power conferred
on  the  Debenture  Trustee with respect to the Debentures,  (ii)
waiving  any  past default and its consequences that is  waivable
under  the  Indenture, (iii) exercising any right to  rescind  or
annul  a  declaration that the principal of  all  the  Debentures
shall  be  due and payable, or (iv) consenting to any  amendment,
modification  or termination of the Indenture or  the  Debentures
where  such  consent shall be required, provided, however,  that,
where a consent under the Indenture would require the consent  or
act  of  the  Holders  of  greater than  a  Super  Majority,  the
Institutional  Trustee may only give such consent  or  take  such
action  at  the written direction of the Holders of at least  the
proportion in liquidation amount of the Capital Securities  which
the relevant Super Majority represents of the aggregate principal
amount  of the Debentures outstanding. The Institutional  Trustee
shall not revoke any action previously authorized or approved  by
a  vote of the Holders of the Capital Securities. Other than with
respect to directing the time, method and place of conducting any
remedy  available to the Institutional Trustee or  the  Debenture
Trustee  as set forth above, the Institutional Trustee shall  not
take  any action in accordance with the directions of the Holders
of  the  Capital  Securities  under  this  paragraph  unless  the
Institutional Trustee has obtained an opinion of tax  counsel  to
the  effect that for the purposes of United States federal income
tax  the  Trust  will not be classified as other than  a  grantor
trust  on  account  of such action. If the Institutional  Trustee
fails  to enforce its rights under the Debentures after a  Holder
of  Capital Securities has made a written request, such Holder of
Capital  Securities  may,  to  the fullest  extent  permitted  by
applicable law, institute a legal proceeding directly against the
Debenture  Issuer  to enforce the Institutional Trustee's  rights
under the Debentures without first instituting a legal proceeding
against   the   Institutional  Trustee  or  any   other   Person.
Notwithstanding  the  foregoing,  if  an  Event  of  Default  has
occurred and is continuing and such event is attributable to  the
failure  of the Debenture Issuer to pay interest or principal  on
the  Debentures  on  the  date  such  interest  or  principal  is
otherwise  payable  (or  in  the  case  of  redemption,  on   the
redemption  date),  then  a  Holder  of  Capital  Securities  may
directly  institute a proceeding for enforcement  of  payment  to
such  Holder  of  the principal of or interest on the  Debentures
having  a  principal  amount equal to the  aggregate  liquidation
amount  of the Capital Securities of such Holder on or after  the
respective  due  date  specified in  the  Debentures.  Except  as
provided  in  the  preceding sentence,  the  Holders  of  Capital
Securities shall not exercise directly any other remedy available
to the holders of the Debentures.

     Any  approval or direction of Holders of Capital  Securities
may  be  given  at  a  separate meeting  of  Holders  of  Capital
Securities convened for such purpose, at a meeting of all of  the
Holders  of  Securities  in  the Trust  or  pursuant  to  written
consent. The Regular Trustees will cause a notice of any  meeting
at  which Holders of Capital Securities are entitled to vote,  or
of  any  matter  upon  which action by written  consent  of  such
Holders is to be taken, to be mailed to each Holder of record  of
Capital  Securities.  Each such notice will include  a  statement
setting  forth (i) the date of such meeting or the date by  which
such  action is to be taken, (ii) a description of any resolution
proposed  for adoption at such meeting on which such Holders  are
entitled to vote or of such matter upon which written consent  is
sought  and  (iii) instructions for the delivery  of  proxies  or
consents.

     No  vote or consent of the Holders of the Capital Securities
will  be  required  for  the Trust to repay  and  cancel  Capital
Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities. Notwithstanding that
Holders  of  Capital Securities are entitled to vote  or  consent
under  any  of  the  circumstances described above,  any  of  the
Capital Securities that are owned by the Sponsor or any Affiliate
of  the  Sponsor  shall not be entitled to vote  or  consent  and
shall,  for  purposes of such vote or consent, be treated  as  if
they were not outstanding.

SECTION VI.8    VOTING RIGHTS - COMMON SECURITIES.

     (a)    Except as provided under Sections 6.8(b) and (c)  and
Section 6.9 and as otherwise required by law and the Declaration,
the Holders of the Common Securities will have no voting rights.

     (b)   The Holders of the Common Securities are entitled,  in
accordance with Article V hereof, to vote to appoint,  remove  or
replace  any  Trustee or to increase or decrease  the  number  of
Trustees.

     (c)   Subject to Section 2.6 hereof and only after any Event
of Default with respect to the Capital Securities has been cured,
waived,  or  otherwise eliminated and subject to the requirements
of  the second to last sentence of this paragraph, the Holders of
a Majority in liquidation amount of the Common Securities, voting
separately as a class, may direct the time, method, and place  of
conducting  any  proceeding  for  any  remedy  available  to  the
Institutional Trustee, or exercising any trust or power conferred
upon  the  Institutional Trustee under the Declaration, including
(i)  directing  the  time, method, and place  of  conducting  any
proceeding for any remedy available to the Debenture Trustee,  or
exercising any trust or power conferred on the Debenture  Trustee
with  respect to the Debentures, (ii) waive any past default  and
its  consequences that is waivable under the Indenture, or  (iii)
exercise  any  right to rescind or annul a declaration  that  the
principal  of  all  the  Debentures shall  be  due  and  payable,
provided  that,  where a consent or action  under  the  Indenture
would  require  the  consent or act of the  Holders  of  a  Super
Majority, the Institutional Trustee may only give such consent or
take  such action at the written direction of the Holders  of  at
least   the  proportion  in  liquidation  amount  of  the  Common
Securities  which the relevant Super Majority represents  of  the
aggregate   principal  amount  of  the  Debentures   outstanding.
Pursuant to this Section 6.8(c), the Institutional Trustee  shall
not revoke any action previously authorized or approved by a vote
of the Holders of the Capital Securities. Other than with respect
to  directing the time, method and place of conducting any remedy
available  to the Institutional Trustee or the Debenture  Trustee
as  set forth above, the Institutional Trustee shall not take any
action  in accordance with the directions of the Holders  of  the
Common  Securities under this paragraph unless the  Institutional
Trustee has obtained an opinion of tax counsel to the effect that
for  United States federal income tax purposes the Trust will not
be  classified as other than a grantor trust on account  of  such
action. If the Institutional Trustee fails to enforce its  rights
under  the  Declaration,  any Holder  of  Common  Securities  may
institute  a  legal  proceeding directly against  any  Person  to
enforce the Institutional Trustee's rights under the Declaration,
without   first  instituting  a  legal  proceeding  against   the
Institutional Trustee or any other Person.

     Any  approval  or direction of Holders of Common  Securities
may  be  given  at  a  separate  meeting  of  Holders  of  Common
Securities convened for such purpose, at a meeting of all of  the
Holders  of  Securities  in  the Trust  or  pursuant  to  written
consent. The Regular Trustees will cause a notice of any  meeting
at which Holders of Common Securities are entitled to vote, or of
any  matter upon which action by written consent of such  Holders
is  to  be taken, to be mailed to each Holder of record of Common
Securities.  Each  such notice will include a  statement  setting
forth  (i)  the  date of such meeting or the date by  which  such
action  is  to  be  taken, (ii) a description of  any  resolution
proposed  for adoption at such meeting on which such Holders  are
entitled to vote or of such matter upon which written consent  is
sought  and  (iii) instructions for the delivery  of  proxies  or
consents.

     No  vote  or consent of the Holders of the Common Securities
will  be  required  for  the Trust to redeem  and  cancel  Common
Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

SECTION VI.9    AMENDMENTS TO DECLARATION AND INDENTURE.

     (a)    In  addition to any requirements under  Section  11.1
hereof,  if  any  proposed amendment to the Declaration  provides
for, or the Regular Trustees otherwise propose to effect, (i) any
action   that  would  materially  adversely  affect  the  powers,
preferences or special rights of the Securities, whether  by  way
of  amendment  to  the  Declaration or  otherwise,  or  (ii)  the
dissolution of the Trust, other than as described in Section  7.1
or   Section   3.14  hereof,  then  the  Holders  of  outstanding
Securities as a class will be entitled to vote on such  amendment
or proposal (but not on any other amendment or proposal) and such
amendment  or  proposal shall not be effective  except  with  the
approval  of  the Holders of at least a Majority  in  liquidation
amount  of  the  Securities, voting together as a  single  class;
provided,  however, if any amendment or proposal referred  to  in
clause   (i)  above  would  adversely  affect  only  the  Capital
Securities or only the Common Securities, then only the  affected
class will be entitled to vote on such amendment or proposal  and
such amendment or proposal shall not be effective except with the
approval  of  a Majority in liquidation amount of such  class  of
Securities.

     (b)    In the event the consent of the Institutional Trustee
as  the  holder of the Debentures is required under the Indenture
with respect to any amendment, modification or termination on the
Indenture  or  the  Debentures, the Institutional  Trustee  shall
request  the  written direction of the Holders of the  Securities
with  respect to such amendment, modification or termination  and
shall  vote  with  respect  to  such amendment,  modification  or
termination  as directed by a Majority in liquidation  amount  of
the  Securities  voting  together as a  single  class;  provided,
however, that where a consent under the Indenture would require a
Super  Majority,  the Institutional Trustee may  only  give  such
consent  at  the  direction  of  the  Holders  of  at  least  the
proportion  in  liquidation amount of the  Securities  which  the
relevant  Super  Majority represents of the  aggregate  principal
amount of the Debentures outstanding; provided, further, that the
Institutional  Trustee shall not take any  action  in  accordance
with  the directions of the Holders of the Securities under  this
Section  6.9(b) unless (i) the Institutional Trustee has obtained
an  opinion  of tax counsel to the effect that for United  States
federal income tax purposes, the Trust will not be classified  as
other than a grantor trust on account of such action or (ii) such
action  would not reduce or otherwise adversely affect powers  of
the  Institutional Trustee or cause the Trust  to  be  deemed  an
"investment company" which is required to be registered under the
Investment Company Act of 1940.

SECTION VI.10   REFERENCE TO PRO RATA.

     A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata
to   each   Holder  of  Securities  according  to  the  aggregate
liquidation amount of the Securities held by the relevant  Holder
in relation to the aggregate liquidation amount of all Securities
outstanding unless, in relation to a payment, an Event of Default
under the Indenture has occurred and is continuing, in which case
any  funds available to make such payment shall be paid first  to
each  Holder of the Capital Securities pro rata according to  the
aggregate  liquidation amount of Capital Securities held  by  the
relevant  Holder relative to the aggregate liquidation amount  of
all  Capital  Securities outstanding, and only after satisfaction
of  all amounts owed to the Holders of the Capital Securities, to
each  Holder  of  Common  Securities pro rata  according  to  the
aggregate  liquidation amount of Common Securities  held  by  the
relevant  Holder relative to the aggregate liquidation amount  of
all Common Securities outstanding.

SECTION VI.11   RANKING.

     The  Capital Securities rank pari passu and payment  thereon
shall  be  made Pro Rata with the Common Securities except  that,
where  an  Event  of Default occurs and is continuing  under  the
Indenture  in respect of the Debentures held by the Institutional
Trustee,  the  rights  of  Holders of the  Common  Securities  to
payment   in   respect  of  Distributions   and   payments   upon
liquidation,  redemption and otherwise are  subordinated  to  the
rights to payment of the Holders of the Capital Securities.

SECTION VI.12   ACCEPTANCE    OF    SECURITIES   GUARANTEE    AND
                INDENTURE.

     Each  Holder of Capital Securities and Common Securities  by
the acceptance thereof, agrees to the provisions of the Indenture
and the Guarantee, respectively.

SECTION VI.13   NO PREEMPTIVE RIGHTS.

     The  Holders  of  the  Securities shall have  no  preemptive
rights to subscribe for any additional securities.

SECTION VI.14   MISCELLANEOUS.

          (a)     The  Sponsor  will  provide  a  copy   of   the
Declaration, the Guarantee and the Indenture to a Holder  without
charge  on written request to the Sponsor at its principal  place
of business.

          (b)    The  Trust  shall issue no securities  or  other
interests  in  the  assets of the Trust other  than  the  Capital
Securities and the Common Securities.

          (c)    The  Certificates shall be signed on  behalf  of
the  Trust  by  a Regular Trustee. Such signature  shall  be  the
manual  or  facsimile  signature of any  present  or  any  future
Regular  Trustee.  In  case any Regular Trustee  who  shall  have
signed  any  of  the Securities shall cease to  be  such  Regular
Trustee  before the Certificates so signed shall be delivered  by
the  Trust,  such Certificates nevertheless may be  delivered  as
though the person who signed such Certificates had not ceased  to
be  such  Regular Trustee; and any Certificate may be  signed  on
behalf  of the Trust by such persons who, at the actual  date  of
execution  of such Certificate, shall be the Regular Trustees  of
the Trust, although at the date of the execution and delivery  of
the  Declaration any such person was not such a Regular  Trustee.
Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable  to  the
Regular  Trustees, as evidenced by their execution  thereof,  and
may  have  such letters, numbers or other marks of identification
or  designation and such legends or endorsements as  the  Regular
Trustees  may deem appropriate, or as may be required  to  comply
with any law or with any rule or regulation of any stock exchange
on which Securities may be listed, or to conform to usage.

          (d)    The consideration received by the Trust for  the
issuance of the Securities shall constitute a contribution to the
capital  of  the Trust and shall not constitute  a  loan  to  the
Trust.

          (e)    Upon  issuance of the Securities as provided  in
this Declaration, the Securities so issued shall be deemed to  be
validly issued, fully paid and non-assessable.

     Every  Person,  by virtue of having become  a  Holder  or  a
Capital Security Beneficial Owner in accordance with the terms of
this Declaration, shall be deemed to have expressly assented  and
agreed to the terms of, and shall be bound by, this Declaration.

SECTION VI.15   PAYING AGENT.

     In  the  event  that  the  Capital  Securities  are  not  in
book-entry only form, the Trust shall maintain in the Borough  of
Manhattan,  City  of New York, State of New York,  an  office  or
agency  where the Capital Securities may be presented for payment
("Paying  Agent"),  and any such Paying Agent shall  comply  with
Section  317(b) of the Trust Indenture Act. The Trust may appoint
the  Paying  Agent and may appoint one or more additional  paying
agents  in such other locations as it shall determine.  The  term
"Paying  Agent" includes any additional paying agent.  The  Trust
may  change any Paying Agent without prior notice to any  Holder.
The  Trust shall notify the Institutional Trustee of the name and
address  of any Paying Agent not a party to this Declaration.  If
the  Trust fails to appoint or maintain another entity as  Paying
Agent, the Institutional Trustee shall act as such. The Trust  or
any  of  its Affiliates (including the Sponsor) may act as Paying
Agent.  The Bank of New York shall initially act as Paying  Agent
for the Capital Securities and the Common Securities.

                          ARTICLE VII

                      TERMINATION OF TRUST

SECTION VII.1   TERMINATION OF TRUST.

     (a)   The Trust shall dissolve:

          (i)  upon a Termination Event;

          (ii) upon  the filing of a certificate of  dissolution
     or  its  equivalent  with respect to  the  Sponsor;  or  the
     revocation of the Sponsor's charter and the expiration of 90
     days  after  the date of revocation without a  reinstatement
     thereof;

          (iii)upon   the   entry  of  a   decree   of   judicial
     dissolution  of  the  Holder of the Common  Securities,  the
     Sponsor or the Trust;

          (iv)upon  the  occurrence  and  continuation  of   an
     Investment  Company Event pursuant to which the Trust  shall
     have  been  dissolved in accordance with the  terms  of  the
     Securities and all of the Debentures endorsed thereon  shall
     have  been  distributed  to  the Holders  of  Securities  in
     exchange for all of the Securities;

          (v) when  all the Securities shall have  been  called
     for  redemption  and  the amounts necessary  for  redemption
     thereof  shall  have been paid to the Holders in  accordance
     with the terms of the Securities; or

          (vi)with  the consent of all of the Regular  Trustees
     and the Sponsor.

     (b)    As soon as is practicable after the occurrence of  an
event referred to in Section 7.1(a) or a dissolution pursuant  to
Section 3.14 and upon completion of the winding-up of the  Trust,
the  Trustees shall file a certificate of cancellation  with  the
Secretary of State of the State of Delaware.

     (c)    The  provisions of Section 4.4 and Article  IX  shall
survive the termination of the Trust.

                          ARTICLE VIII

                     TRANSFER OF INTERESTS

SECTION VIII.1  TRANSFER OF SECURITIES.

     (a)    Securities may only be transferred, in  whole  or  in
part,  in  accordance with the terms and conditions set forth  in
this Declaration and in the terms of the Securities. Any transfer
or purported transfer of any Security not made in accordance with
this Declaration shall be null and void.

     (b)   Subject to this Article VIII, Capital Securities shall
be freely transferable.

     (c)    Subject  to  this Article VIII, the Sponsor  and  any
Related  Party may only transfer Common Securities to the Sponsor
or  a  Related  Party  of  the Sponsor; provided  that  any  such
transfer   is  subject  to  the  condition  precedent  that   the
transferor  obtain  the written opinion of nationally  recognized
independent  counsel  experienced  in  such  matters  that   such
transfer would not cause more than an insubstantial risk that:

          (i)   the  Trust would be classified for United  States
     federal  income tax purposes as other than a grantor  trust;
     and

          (ii)  the Trust would be an Investment Company  or  the
     transferee to be an Investment Company.
SECTION VIII.2  TRANSFER OF CERTIFICATES.

     The  Regular Trustees shall provide for the registration  of
Certificates  and  of transfers of Certificates,  which  will  be
effected  without  charge  but  only  upon  payment  (with   such
indemnity as the Regular Trustees may require) in respect of  any
tax  or  other government charges that may be imposed in relation
to  it.  Upon  surrender  for registration  of  transfer  of  any
Certificate,  the Regular Trustees shall cause one  or  more  new
Certificates  to  be  issued  in  the  name  of  the   designated
transferee  or  transferees.  Every Certificate  surrendered  for
registration  of  transfer  shall be  accompanied  by  a  written
instrument  of  transfer  in  form satisfactory  to  the  Regular
Trustees  duly  executed by the Holder or such Holder's  attorney
duly  authorized  in  writing. Each Certificate  surrendered  for
registration  of  transfer  shall  be  canceled  by  the  Regular
Trustees. A transferee of a Certificate shall be entitled to  the
rights and subject to the obligations of a Holder hereunder  upon
the receipt by such transferee of a Certificate. By acceptance of
a  Certificate, each transferee shall be deemed to have agreed to
be bound by this Declaration.

SECTION VIII.3  DEEMED SECURITY HOLDERS.

     The  Trustees  may  treat  the  Person  in  whose  name  any
Certificate shall be registered on the books and records  of  the
Trust  as  the  sole  holder  of  such  Certificate  and  of  the
Securities  represented  by  such  Certificate  for  purposes  of
receiving  Distributions  and for all other  purposes  whatsoever
and,  accordingly, shall not be bound to recognize any  equitable
or  other  claim  to or interest in such Certificate  or  in  the
Securities  represented by such Certificate on the  part  of  any
Person,  whether  or  not the Trust shall have  actual  or  other
notice thereof.

SECTION VIII.4  BOOK ENTRY INTERESTS.

     The  Capital Securities Certificates, on original  issuance,
in  addition  to  being  issued  in  the  form  of  one  or  more
definitive, fully registered Capital Securities Certificate (each
a  "Definitive Capital Securities Certificate") will be issued in
the  form  of  one  or  more,  fully registered,  global  Capital
Security  Certificates  (each  a  "Global  Certificate"),  to  be
delivered  to DTC, the initial Clearing Agency, by, or on  behalf
of,  the  Trust.  Such Global Certificate(s) shall  initially  be
registered on the books and records of the Trust in the  name  of
Cede  &  Co.,  the  nominee  of  DTC,  and  no  Capital  Security
Beneficial  Owner  will  receive a  definitive  Capital  Security
Certificate representing such Capital Security Beneficial Owner's
interests  in such Global Certificate(s), except as  provided  in
Section   8.7.   Except  for  the  Definitive  Capital   Security
Certificates  as  specified  herein  and  the  definitive,  fully
registered Capital Securities Certificates that have been  issued
to  the  Capital Security Beneficial Owners pursuant  to  Section
8.7:
     (a)    the  provisions of this Section 8.4 shall be in  full
force and effect;

     (b)    the Trust and the Trustees shall be entitled to  deal
with  the  Clearing Agency for all purposes of  this  Declaration
(including   the   payment  of  Distributions   on   the   Global
Certificate(s)  and  receiving  approvals,  votes   or   consents
hereunder) as the Holder of the Capital Securities and  the  sole
holder  of the Global Certificate(s) and shall have no obligation
to the Capital Security Beneficial Owners;

     (c)    to the extent that the provisions of this Section 8.4
conflict  with  any  other provisions of  this  Declaration,  the
provisions of this Section 8.4 shall control; and

     (d)    the rights of the Capital Security Beneficial  Owners
shall be exercised only through the Clearing Agency and shall  be
limited  to those established by law and agreements between  such
Capital Security Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants to receive and transmit payments
of  Distributions  on the Global Certificates  to  such  Clearing
Agency Participants. DTC will make book entry transfers among the
Clearing  Agency  Participants; provided, that,  solely  for  the
purposes  of  determining whether the Holders  of  the  requisite
amount  of  Capital Securities have voted on any matter  provided
for  in  this Declaration, so long as Definitive Capital Security
Certificates  have not been issued, the Trustees may conclusively
rely  on,  and  shall  be protected in relying  on,  any  written
instrument (including a proxy) delivered to the Trustees  by  the
Clearing  Agency  setting forth the Capital  Security  Beneficial
Owners' votes or assigning the right to vote on any matter to any
other Persons either in whole or in part.

SECTION VIII.5  NOTICES TO CLEARING AGENCY.

     Whenever  a  notice or other communication  to  the  Capital
Security  Holders is required under this Declaration, unless  and
until  definitive fully registered Capital Security  Certificates
shall  have been issued to the Capital Security Beneficial Owners
pursuant to Section 8.7 or otherwise, the Regular Trustees  shall
give  all such notices and communications specified herein to  be
given to the Capital Security Holders to the Clearing Agency, and
shall   have  no  notice  obligations  to  the  Capital  Security
Beneficial Owners.

SECTION VIII.6  APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

     If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Capital Securities, the
Regular  Trustees  may,  in  their  sole  discretion,  appoint  a
successor   Clearing  Agency  with  respect   to   such   Capital
Securities.

SECTION VIII.7  DEFINITIVE CAPITAL SECURITY CERTIFICATES.

     If:

     (a)    a  Clearing Agency elects to discontinue its services
as  securities depositary with respect to the Capital  Securities
and  a successor Clearing Agency is not appointed within 90  days
after such discontinuance pursuant to Section 8.6; or

     (b)   the Regular Trustees elect after consultation with the
Sponsor  to terminate the book entry system through the  Clearing
Agency with respect to the Capital Securities, then:

     (c)     definitive   fully   registered   Capital   Security
Certificates shall be prepared by the Regular Trustees on  behalf
of the Trust with respect to such Capital Securities; and

     (d)    upon  surrender of the Global Certificate(s)  by  the
Clearing  Agency,  accompanied by registration instructions,  the
Regular  Trustees shall cause definitive fully registered Capital
Securities  Certificates  to  be delivered  to  Capital  Security
Beneficial  Owners  in accordance with the  instructions  of  the
Clearing  Agency.  Neither the Trustees nor the  Trust  shall  be
liable for any delay in delivery of such instructions and each of
them  may conclusively rely on and shall be protected in  relying
on,  said  instructions  of the Clearing Agency.  The  definitive
fully  registered Capital Security Certificates shall be printed,
lithographed  or engraved or may be produced in any other  manner
as is reasonably acceptable to the Regular Trustees, as evidenced
by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends  or
endorsements as the Regular Trustees may deem appropriate, or  as
may  be  required  to comply with any law or  with  any  rule  or
regulation  made pursuant thereto or with any rule or  regulation
of  any stock exchange on which Capital Securities may be listed,
or to conform to usage.

SECTION VIII.8  MUTILATED,    DESTROYED,    LOST    OR     STOLEN
                CERTIFICATES.

     If:

     (a)   any mutilated Certificate should be surrendered to the
Regular  Trustees,  or  if  the Regular  Trustees  shall  receive
evidence to their satisfaction of the destruction, loss or  theft
of any Certificate; and

     (b)    there shall be delivered to the Regular Trustees  and
Institutional  Trustee  such security  or  indemnity  as  may  be
required by them to keep each of them and the Trust harmless,

then,  in the absence of notice that such Certificate shall  have
been  acquired by a bona fide purchaser, any Regular  Trustee  on
behalf of the Trust shall execute and deliver, in exchange for or
in  lieu  of  any  such  mutilated,  destroyed,  lost  or  stolen
Certificate,   a   new  Certificate  of  like  denomination.   In
connection  with the issuance of any new Certificate  under  this
Section  8.8, the Regular Trustees may require the payment  of  a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate
issued  pursuant  to  this  Section shall  constitute  conclusive
evidence of an ownership interest in the relevant Securities,  as
if  originally  issued,  whether  or  not  the  lost,  stolen  or
destroyed Certificate shall be found at any time.

                           ARTICLE IX

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR 
OTHERS

SECTION IX.1    LIABILITY.

     (a)   Except as expressly set forth in this Declaration, the
Debentures,  the  Guarantee and the terms of the Securities,  the
Sponsor shall not be:

          (i)   personally liable for the return of  any  portion
     of  the capital contributions (or any return thereon) of the
     Holders  of the Securities, which shall be made solely  from
     assets of the Trust; or

          (ii)  required to pay to the Trust or to any Holder  of
     Securities  any  deficit upon dissolution of  the  Trust  or
     otherwise.

     (b)   Under Section 5.1 of the First Supplemental Indenture,
the  Debenture  Issuer,  in its capacity as  Borrower,  shall  be
liable  for all of the debts and obligations of the Trust  (other
than  with respect to the Securities) to the extent not satisfied
out of the Trust's assets.

     (c)    Pursuant to  3803(a) of the Business Trust  Act,  the
Holders  of the Capital Securities shall be entitled to the  same
limitation  of  personal liability extended  to  stockholders  of
private  corporations  for  profit organized  under  the  General
Corporation Law of the State of Delaware.

SECTION IX.2    EXCULPATION.

     (a)   No Indemnified Person shall be liable, responsible  or
accountable  in damages or otherwise to the Trust or any  Covered
Person  for any loss, damage or claim incurred by reason  of  any
act  or  omission performed or omitted by such Indemnified Person
in  good  faith  on  behalf of the Trust and  in  a  manner  such
Indemnified Person reasonably believed to be within the scope  of
the  authority  conferred  on  such Indemnified  Person  by  this
Declaration or by law, except that an Indemnified Person shall be
liable  for any such loss, damage or claim incurred by reason  of
such  Indemnified Person's gross negligence or willful misconduct
with respect to such acts or omissions.

     (b)    An  Indemnified  Person shall be fully  protected  in
relying in good faith upon the records of the Trust and upon such
information,  opinions, reports or statements  presented  to  the
Trust  by  any  Person  as  to  matters  the  Indemnified  Person
reasonably  believes are within such other Person's  professional
or  expert  competence and who has been selected with  reasonable
care  by  or  on  behalf  of  the Trust,  including  information,
opinions, reports or statements as to the value and amount of the
assets,   liabilities,  profits,  losses,  or  any  other   facts
pertinent  to  the  existence and amount  of  assets  from  which
Distributions to Holders of Securities might properly be paid.

SECTION IX.3    FIDUCIARY DUTY.

     (a)    To  the  extent  that,  at  law  or  in  equity,   an
Indemnified  Person has duties (including fiduciary  duties)  and
liabilities relating thereto to the Trust or to any other Covered
Person, an Indemnified Person acting under this Declaration shall
not be liable to the Trust or to any other Covered Person for its
good  faith  reliance on the provisions of this Declaration.  The
provisions of this Declaration, to the extent that they  restrict
the  duties  and  liabilities of an Indemnified Person  otherwise
existing  at law or in equity (other than the duties  imposed  on
the  Institutional  Trustee under the Trust Indenture  Act),  are
agreed  by  the parties hereto to replace such other  duties  and
liabilities of such Indemnified Person.

     (b)   Unless otherwise expressly provided herein:

          (i)   whenever a conflict of interest exists or  arises
     between any Covered Person or any Indemnified Person; or

          (ii)  whenever this Declaration or any other  agreement
     contemplated herein or therein provides that an  Indemnified
     Person shall act in a manner that is, or provides terms that
     are,  fair  and  reasonable to the Trust or  any  Holder  of
     Securities,

the  Indemnified Person shall resolve such conflict of  interest,
take  such action or provide such terms, considering in each case
the  relative interest of each party (including its own interest)
to  such  conflict, agreement, transaction or situation  and  the
benefits and burdens relating to such interests, any customary or
accepted   industry  practices,  and  any  applicable   generally
accepted  accounting practices or principles. In the  absence  of
bad  faith  by the Indemnified Person, the resolution, action  or
term  so made, taken or provided by the Indemnified Person  shall
not  constitute  a  breach  of  this  Declaration  or  any  other
agreement contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.

     (c)   Whenever in this Declaration an Indemnified Person  is
permitted or required to make a decision:

          (i)   in  its "discretion" or under a grant of  similar
     authority,  the  Indemnified Person  shall  be  entitled  to
     consider such interests and factors as it desires, including
     its  own interests, and shall have no duty or obligation  to
     give  any  consideration  to  any  interest  of  or  factors
     affecting the Trust or any other Person; or

          (ii)  in  its  "good  faith" or under  another  express
     standard,  the  Indemnified  Person  shall  act  under  such
     express  standard and shall not be subject to any  other  or
     different  standard  imposed  by  this  Declaration  or   by
     applicable law.

SECTION IX.4    INDEMNIFICATION.
     (a)
          (i)   Under  Section  5.1  of  the  First  Supplemental
     Indenture,  the  Debenture  Issuer  shall  be  required   to
     indemnify, to the full extent permitted by law, any  Company
     Indemnified Person who was or is a party or is threatened to
     be  made  a  party to any threatened, pending  or  completed
     action,   suit  or  proceeding,  whether  civil,   criminal,
     administrative or investigative (other than an action by  or
     in  the right of the Trust) by reason of the fact that he is
     or   was  a  Company  Indemnified  Person  against  expenses
     (including  attorneys' fees), judgments, fines  and  amounts
     paid  in settlement actually and reasonably incurred by  him
     in  connection  with such action, suit or proceeding  if  he
     acted  in  good faith and in a manner he reasonably believed
     to  be in or not opposed to the best interests of the Trust,
     and, with respect to any criminal action or proceeding,  had
     no reasonable cause to believe his conduct was unlawful. The
     termination  of any action, suit or proceeding by  judgment,
     order,  settlement,  conviction, or  upon  a  plea  of  nolo
     contendere or its equivalent, shall not, of itself, create a
     presumption that the Company Indemnified Person did not  act
     in  good  faith and in a manner which he reasonably believed
     to  be in or not opposed to the best interests of the Trust,
     and, with respect to any criminal action or proceeding,  had
     reasonable cause to believe that his conduct was unlawful.

          (ii)  Under  Section  5.1  of  the  First  Supplemental
     Indenture,  the  Debenture  Issuer  shall  be  required   to
     indemnify, to the full extent permitted by law, any  Company
     Indemnified Person who was or is a party or is threatened to
     be  made  a  party to any threatened, pending  or  completed
     action or suit by or in the right of the Trust to procure  a
     judgment  in its favor by reason of the fact that he  is  or
     was a Company Indemnified Person against expenses (including
     attorneys' fees) actually and reasonably incurred by him  in
     connection with the defense or settlement of such action  or
     suit if he acted in good faith and in a manner he reasonably
     believed  to  be in or not opposed to the best interests  of
     the  Trust and except that no such indemnification shall  be
     made  in  respect of any claim, issue or matter as to  which
     such Company Indemnified Person shall have been adjudged  to
     be  liable  to the Trust unless and only to the extent  that
     the Court of Chancery of Delaware or the court in which such
     action  or suit was brought shall determine upon application
     that,  despite the adjudication of liability but in view  of
     all the circumstances of the case, such person is fairly and
     reasonably  entitled  to indemnity for such  expenses  which
     such  Court  of  Chancery  or such other  court  shall  deem
     proper.

          (iii)Any indemnification under paragraphs (i) and  (ii)
     of this Section 10.4(a) (unless ordered by a court) shall be
     made  by  the  Debenture Issuer only as  authorized  in  the
     specific  case upon a determination that indemnification  of
     the   Company   Indemnified  Person   is   proper   in   the
     circumstances because he has met the applicable standard  of
     conduct   set  forth  in  paragraphs  (i)  and  (ii).   Such
     determination shall be made (1) by the Regular Trustees by a
     majority  vote  of  a  quorum  consisting  of  such  Regular
     Trustees  who  were  not parties to  such  action,  suit  or
     proceeding, (2) if such a quorum is not obtainable, or, even
     if obtainable, if a quorum of disinterested Regular Trustees
     so  directs,  by  independent legal  counsel  in  a  written
     opinion, or (3) by the Common Security Holders of the Trust.

          (iv)  Expenses (including attorneys' fees) incurred  by
     a Company Indemnified Person in defending a civil, criminal,
     administrative or investigative action, suit  or  proceeding
     referred  to  in  paragraphs (i) and (ii)  of  this  Section
     10.4(a) shall be paid by the Debenture Issuer in advance  of
     the  final  disposition of such action, suit  or  proceeding
     upon  receipt  of  an undertaking by or on  behalf  of  such
     Company Indemnified Person to repay such amount if it  shall
     ultimately  be determined that such person  is not  entitled
     to  be indemnified by the Debenture Issuer as authorized  in
     this  Section  10.4(a). Notwithstanding  the  foregoing,  no
     advance  shall  be  made  by  the  Debenture  Issuer  if   a
     determination  is reasonably and promptly made  (i)  by  the
     Regular  Trustees  by  a  majority  vote  of  a  quorum   of
     disinterested Regular Trustees, (ii) if such a quorum is not
     obtainable,  or,  even  if  obtainable,  if  a   quorum   of
     disinterested  Regular Trustees so directs,  by  independent
     legal  counsel in a written opinion or (iii) by  the  Common
     Security  Holders of the Trust, that, based upon  the  facts
     known to the Regular Trustees, independent legal counsel  or
     Common  Security  Holder at the time such  determination  is
     made,  such   person acted in bad faith or in a manner  that
     such  person did not believe to be in or not opposed to  the
     best  interests  of  the  Trust, or,  with  respect  to  any
     criminal  proceeding, that such Company  Indemnified  Person
     believed or had reasonable cause to believe his conduct  was
     unlawful. In no event shall any advance be made in instances
     where  the  Regular Trustees, independent legal  counsel  or
     Common  Security  Holders  reasonably  determine  that  such
     person deliberately breached such person's duty to the Trust
     or its Common or Capital Security Holders.

          (v)   The  indemnification and advancement of  expenses
     provided by, or granted pursuant to, the other paragraphs of
     this  Section  9.4(a) shall not be deemed exclusive  of  any
     other  rights  to  which those seeking  indemnification  and
     advancement of expenses may be entitled under any agreement,
     vote  of  shareholders  or disinterested  directors  of  the
     Sponsor  or  Capital  Security  Holders  of  the  Trust   or
     otherwise, both as to action in his official capacity and as
     to action in another capacity while holding such office. All
     rights to indemnification under this Section 9.4(a) shall be
     deemed  to  be provided by a contract between the  Debenture
     Issuer  and  each Company Indemnified Person who  serves  in
     such  capacity at any time while this Section 9.4(a)  is  in
     effect.  Any  repeal or modification of this Section  9.4(a)
     shall not affect any rights or obligations then existing.

          (vi)  The  Debenture Issuer or the Trust  may  purchase
     and maintain insurance on behalf of any person who is or was
     a  Company Indemnified Person against any liability asserted
     against  him  and incurred by him in any such  capacity,  or
     arising  out  of  his  status as such, whether  or  not  the
     Debenture  Issuer  would  have the power  to  indemnify  him
     against  such liability under the provisions of this Section
     9.4(a).

         (vii) For  purposes  of this Section 9.4(a),  references
     to  "the  Trust" shall include, in addition to the resulting
     or  surviving entity, any constituent entity (including  any
     constituent of a constituent) absorbed in a consolidation or
     merger,  so  that  any  person who is  or  was  a  director,
     trustee, officer or employee of such constituent entity,  or
     is  or was serving at the request of such constituent entity
     as  a  director,  trustee, officer,  employee  or  agent  of
     another  entity, shall stand in the same position under  the
     provisions  of  this  Section 9.4(a)  with  respect  to  the
     resulting or surviving entity as such person would have with
     respect to such constituent entity if its separate existence
     had continued.

         (viii)The indemnification and advancement of
     expenses  provided by, or granted pursuant to, this  Section
     9.4(a)  shall, unless otherwise provided when authorized  or
     ratified,  continue as to a person who has ceased  to  be  a
     Company Indemnified Person and shall inure to the benefit of
     the  successors, heirs, executors and administrators of such
     a person.

     (b)   Under Section 5.1 of the First Supplemental Indenture,
the  Debenture Issuer also shall be required to indemnify the (i)
Institutional  Trustee,  (ii)  the Delaware  Trustee,  (iii)  any
Affiliate  of the Institutional Trustee or the Delaware  Trustee,
and   (iv)   any  officers,  directors,  shareholders,   members,
partners,  employees,  representatives, custodians,  nominees  or
agents of the Institutional Trustee or the Delaware Trustee (each
of  the  Persons  in  (i) through (iv) being  referred  to  as  a
"Fiduciary  Indemnified Person") for, and to hold each  Fiduciary
Indemnified  Person  harmless against,  any  loss,  liability  or
expense incurred without gross negligence and, in the case of the
Institutional Trustee, pursuant to Section 3.9, negligence or bad
faith  on  its  part,  arising out of or in connection  with  the
acceptance  or  administration of the trust or trusts  hereunder,
including the costs and expenses (including reasonable legal fees
and  expenses)  of defending itself against or investigating  any
claim or liability in connection with the exercise or performance
of  any of its powers or duties hereunder. The provisions of this
Section  10.4(b) shall survive the satisfaction and discharge  of
this   Declaration  or  the  resignation  or   removal   of   the
Institutional Trustee or the Delaware Trustee, as  the  case  may
be.

SECTION IX.5    OUTSIDE BUSINESSES.

     Any  Covered  Person, the Sponsor, the Delaware Trustee  and
the Institutional Trustee may engage in or possess an interest in
other   business   ventures  of  any   nature   or   description,
independently  or  with  others, similar  or  dissimilar  to  the
business  of  the  Trust,  and  the  Trust  and  the  Holders  of
Securities shall have no rights by virtue of this Declaration  in
and to such independent ventures or the income or profits derived
therefrom,  and  the  pursuit  of  any  such  venture,  even   if
competitive with the business of the Trust, shall not  be  deemed
wrongful  or  improper.  No  Covered  Person,  the  Sponsor,  the
Delaware  Trustee or the Institutional Trustee shall be obligated
to  present any particular investment or other opportunity to the
Trust  even  if  such  opportunity is of  a  character  that,  if
presented  to  the Trust, could be taken by the  Trust,  and  any
Covered  Person,  the  Sponsor,  the  Delaware  Trustee  and  the
Institutional Trustee shall have the right to take  for  its  own
account  (individually  or  as  a partner  or  fiduciary)  or  to
recommend  to  others  any such particular  investment  or  other
opportunity.  Any Covered Person, the Delaware  Trustee  and  the
Institutional  Trustee  may  engage  or  be  interested  in   any
financial  or other transaction with the Sponsor or any Affiliate
of  the  Sponsor, or may act as depositary for, trustee or  agent
for, or act on any committee or body of holders of, securities or
other obligations of the Sponsor or its Affiliates.

                           ARTICLE X

                           ACCOUNTING

SECTION X.1     FISCAL YEAR.

     The  fiscal year ("Fiscal Year") of the Trust shall  be  the
calendar year, or such other year as is required by the Code.

SECTION X.2     CERTAIN ACCOUNTING MATTERS.

     (a)    At  all times during the existence of the Trust,  the
Trust  shall  keep, or cause to be kept, full books  of  account,
records   and  supporting  documents,  which  shall  reflect   in
reasonable  detail, each transaction of the Trust. The  books  of
account  shall be maintained on the accrual method of accounting,
in  accordance  with  generally accepted  accounting  principles,
consistently  applied.  The books of account and the  records  of
the Trust shall be examined by and reported upon as of the end of
each  Fiscal Year of the Trust by a firm of independent certified
public accountants selected by the Regular Trustees.

     (b)    The  Trust  shall  cause  to  be  duly  prepared  and
delivered to each of the Holders of Securities, any annual United
States  federal income tax information statement required by  the
Code,  containing such information with regard to the  Securities
held  by  each Holder as is required by the Code and the Treasury
Regulations. Notwithstanding any right under the Code to  deliver
any  such statement at a later date, the Trust shall endeavor  to
deliver all such statements within 30 days after the end of  each
Fiscal Year of the Trust.

     (c)    The  Trust shall cause to be duly prepared and  filed
with  the  appropriate taxing authority an annual  United  States
federal  income tax return, on a Form 1041 or such other form  or
statement  as may be required under United States federal  income
tax  law, and any other annual income tax returns required to  be
filed by the Trust on behalf of the Trust with any state or local
taxing  authority.   A  copy of such returns  as  filed  will  be
delivered to the Institutional Trustee promptly after filing.

SECTION X.3     BANKING.

     The  Trust shall maintain one or more bank accounts  in  the
name  and  for  the sole benefit of the Trust; provided  however,
that  all payments of funds in respect of the Debentures held  by
the   Institutional  Trustee  shall  be  made  directly  to   the
Institutional  Trustee Account and no other funds  of  the  Trust
shall be deposited in the Institutional Trustee Account. The sole
signatories for such accounts shall be designated by the  Regular
Trustees; provided, however, that the Institutional Trustee shall
designate the signatories for the Institutional Trustee Account.

SECTION X.4     WITHHOLDING.

     The  Trust  shall  comply with all withholding  requirements
under United States federal, state and local law. The Trust shall
request,  and the Holders shall provide to the Trust, such  forms
or  certificates as are necessary to establish an exemption  from
withholding  with respect to each Holder, and any representations
and forms as shall reasonably be requested by the Trust to assist
it   in  determining  the  extent  of,  and  in  fulfilling,  its
withholding obligations. The Trust shall file required forms with
applicable   jurisdictions   and,  unless   an   exemption   from
withholding  is  properly established by a  Holder,  shall  remit
amounts  withheld  with  respect  to  the  Holder  to  applicable
jurisdictions.  To  the  extent that the  Trust  is  required  to
withhold  and pay over any amounts to any authority with  respect
to  distributions  or  allocations  to  any  Holder,  the  amount
withheld  shall be deemed to be a distribution in the  amount  of
the  withholding to the Holder. In the event of any claimed  over
withholding,  Holders shall be limited to an action  against  the
applicable  jurisdiction. If the amount required to  be  withheld
was  not  withheld from actual Distributions made, the Trust  may
reduce   subsequent   Distributions  by  the   amount   of   such
withholding.

                           ARTICLE XI

                    AMENDMENTS AND MEETINGS

SECTION XI.1    AMENDMENTS.

     (a)   Except as otherwise provided in this Declaration or by
any applicable terms of the Securities, this Declaration may only
be  amended by a written instrument approved and executed by  the
Regular  Trustees  (or,  if  there  are  more  than  two  Regular
Trustees, a majority of the Regular Trustees); and

          (i)   if  the  amendment affects  the  rights,  powers,
     duties,  obligations  or  immunities  of  the  Institutional
     Trustee, also by the Institutional Trustee; and

          (ii)  if  the  amendment affects  the  rights,  powers,
     duties,  obligations or immunities of the Delaware  Trustee,
     also by the Delaware Trustee;

     (b)   no amendment shall be made:

          (i)   unless,  in  the case of any proposed  amendment,
     the  Institutional  Trustee shall  have  first  received  an
     Officers' Certificate from each of the Trust and the Sponsor
     that  such amendment is permitted by, and conforms  to,  the
     terms  of  this  Declaration (including  the  terms  of  the
     Securities);

          (ii)  unless,  in  the case of any  proposed  amendment
     which  affects  the rights, powers, duties,  obligations  or
     immunities  of  the Institutional Trustee, the Institutional
     Trustee shall have first received:

                (A)an  Officers'  Certificate from  each  of  the
          Trust  and the Sponsor that such amendment is permitted
          by,  and  conforms  to, the terms of  this  Declaration
          (including the terms of the Securities); and

                (B)an  opinion of counsel (who may be counsel  to
          the  Sponsor  or  the  Trust) that  such  amendment  is
          permitted  by,  and  conforms to,  the  terms  of  this
          Declaration  (including the terms of  the  Securities);
          and

          (iii)to  the extent the result of such amendment  would
     be to:

                (A)cause  the  Trust to fail to  continue  to  be
          classified  for  purposes  of  United  States   federal
          income taxation as a grantor trust;
                
                (B)reduce  or  otherwise  adversely  affect   the
          powers  of  the  Institutional Trustee in contravention
          of the Trust Indenture Act; or

                (C)cause  the  Trust  to  be  deemed  to  be   an
          Investment Company required to be registered under  the
          Investment Company Act;

     (c)   at such time after the Trust has issued any Securities
that remain outstanding, any amendment that would materially  and
adversely  affect  the rights, privileges or preferences  of  any
Holder  of  Securities may be effected only with such  additional
requirements as may be set forth in the terms of such Securities;

     (d)    Section  8.1(c) and this Section 11.1  shall  not  be
amended  without  the  consent of  all  of  the  Holders  of  the
Securities;

     (e)   Article IV shall not be amended without the consent of
the  Holders  of a Majority in liquidation amount of  the  Common
Securities;

     (f)    the  rights  of the Holders of the Common  Securities
under  Article  V  to  increase or decrease the  number  of,  and
appoint  and  remove  Trustees shall not be amended  without  the
consent of the Holders of a Majority in liquidation amount of the
Common Securities; and

     (g)    notwithstanding Section 11.1(c), this Declaration may
be  amended  without the consent of the Holders of the Securities
to:

          (i)  cure any ambiguity;

          (ii)  correct  or  supplement  any  provision  in  this
     Declaration that may be defective or inconsistent  with  any
     other provision of this Declaration;

          (iii)add  to the covenants, restrictions or obligations
     of the Sponsor;

          (iv)  to  conform to any change in Rule 3a-5 or written
     change in interpretation or application of Rule 3a-5 by  any
     legislative  body,  court, government agency  or  regulatory
     authority  which amendment does not have a material  adverse
     effect  on  the  right,  preferences or  privileges  of  the
     Holders;

          (v)   to modify, eliminate and add to any provision  of
     the Declaration to such extent as may be necessary; and

          (vi)  cause the Trust to continue to be classified  for
     United  States  federal  income tax purposes  as  a  grantor
     trust.

SECTION XI.2     MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY
          WRITTEN CONSENT.

     (a)   Meetings of the Holders of any class of Securities may
be  called at any time by the Regular Trustees (or as provided in
the terms of the Securities) to consider and act on any matter on
which  Holders  of such class of Securities are entitled  to  act
under  the terms of this Declaration, the terms of the Securities
or  the  rules  of  any  stock  exchange  on  which  the  Capital
Securities  are  listed  or  admitted for  trading.  The  Regular
Trustees  shall call a meeting of the Holders of  such  class  if
directed  to  do so by the Holders of at least 10% in liquidation
amount of such class of Securities. Such direction shall be given
by  delivering  to the Regular Trustees one or more  calls  in  a
writing  stating that the signing Holders of Securities  wish  to
call a meeting and indicating the general or specific purpose for
which  the  meeting  is to be called. Any Holders  of  Securities
calling   a  meeting  shall  specify  in  writing  the   Security
Certificates  held  by the Holders of Securities  exercising  the
right to call a meeting and only those Securities specified shall
be  counted  for  purposes of determining  whether  the  required
percentage set forth in the second sentence of this paragraph has
been met.

     (b)    Except to the extent otherwise provided in the  terms
of  the  Securities,  the  following provisions  shall  apply  to
meetings of Holders of Securities:

          (i)   notice of any such meeting shall be given to  all
     the Holders of Securities having a right to vote thereat  at
     least  7  days and not more than 60 days before the date  of
     such  meeting. Whenever a vote, consent or approval  of  the
     Holders  of  Securities is permitted or required under  this
     Declaration, the terms of the Securities or the rules of any
     stock exchange on which the Capital Securities are listed or
     admitted for trading, such vote, consent or approval may  be
     given  at a meeting of the Holders of Securities. Any action
     that  may be taken at a meeting of the Holders of Securities
     may  be  taken  without a meeting if a  consent  in  writing
     setting  forth the action so taken is signed by the  Holders
     of  Securities  owning not less than the minimum  amount  of
     Securities in liquidation amount that would be necessary  to
     authorize  or  take such action at a meeting  at  which  all
     Holders  of  Securities having a right to vote thereon  were
     present  and voting. Prompt notice of the taking  of  action
     without  a  meeting  shall  be  given  to  the  Holders   of
     Securities  entitled  to  vote who  have  not  consented  in
     writing.  The Regular Trustees may specify that any  written
     ballot  submitted to the Security Holder for the purpose  of
     taking any action without a meeting shall be returned to the
     Trust within the time specified by the Regular Trustees;

          (ii)  each  Holder  of  a Security  may  authorize  any
     Person  to  act for it by proxy on all matters  in  which  a
     Holder  of  Securities is entitled to participate, including
     waiving notice of any meeting, or voting or participating at
     a  meeting. No proxy shall be valid after the expiration  of
     11 months from the date thereof unless otherwise provided in
     the proxy. Every proxy shall be revocable at the pleasure of
     the  Holder of Securities executing it. Except as  otherwise
     provided herein, all matters relating to the giving,  voting
     or  validity  of  proxies shall be governed by  the  General
     Corporation  Law  of  the  State  of  Delaware  relating  to
     proxies, and judicial interpretations thereunder, as if  the
     Trust  were  a Delaware corporation and the Holders  of  the
     Securities were stockholders of a Delaware corporation;

          (iii)each  meeting  of the Holders  of  the  Securities
     shall  be conducted by the Regular Trustees or by such other
     Person that the Regular Trustees may designate; and

          (iv)  unless  the Business Trust Act, this Declaration,
     the  terms of the Securities, the Trust Indenture Act or the
     listing  rules  of any stock exchange on which  the  Capital
     Securities  are  then listed or trading otherwise  provides,
     the  Regular  Trustees,  in  their  sole  discretion,  shall
     establish  all  other  provisions relating  to  meetings  of
     Holders  of Securities, including notice of the time,  place
     or purpose of any meeting at which any matter is to be voted
     on  by any Holders of Securities, waiver of any such notice,
     action by consent without a meeting, the establishment of  a
     record  date,  quorum requirements, voting in person  or  by
     proxy  or  any other matter with respect to the exercise  of
     any such right to vote.

                          ARTICLE XII

 REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION XII.1    REPRESENTATIONS AND WARRANTIES OF  INSTITUTIONAL
                 TRUSTEE.

     The  Trustee  that  acts  as initial  Institutional  Trustee
represents  and warrants to the Trust and to the Sponsor  at  the
date  of  this  Declaration,  and  each  Successor  Institutional
Trustee  represents and warrants to the Trust and the Sponsor  at
the  time of the Successor Institutional Trustee's acceptance  of
its appointment as Institutional Trustee, that:

     (a)    the  Institutional  Trustee  is  a  national  banking
association  with trust powers, duly organized, validly  existing
and  in  good  standing under the laws of the  United  States  of
America,  with trust power and authority to execute and  deliver,
and  to carry out and perform its obligations under the terms of,
the Declaration;

     (b)    the  Institutional Trustee satisfies the requirements
set forth in Section 5.3(a);

     (c)     the  execution,  delivery  and  performance  by  the
Institutional Trustee of the Declaration has been duly authorized
by   all   necessary  corporate  action  on  the  part   of   the
Institutional Trustee. The Declaration has been duly executed and
delivered  by  the  Institutional Trustee, and it  constitutes  a
legal, valid and binding obligation of the Institutional Trustee,
enforceable against it in accordance with its terms,  subject  to
applicable  bankruptcy,  reorganization, moratorium,  insolvency,
and  other similar laws affecting creditors' rights generally and
to  general principles of equity and the discretion of the  court
(regardless  of  whether  the enforcement  of  such  remedies  is
considered in a proceeding in equity or at law);

     (d)     the  execution,  delivery  and  performance  of  the
Declaration  by the Institutional Trustee does not conflict  with
or constitute a breach of the Articles of Organization or By-laws
of the Institutional Trustee; and

     (e)     no   consent,  approval  or  authorization  of,   or
registration  with  or notice to, any State  or  Federal  banking
authority  is required for the execution, delivery or performance
by the Institutional Trustee, of the Declaration.

SECTION XII.2     REPRESENTATIONS  AND  WARRANTIES  OF   DELAWARE
                  TRUSTEE.

     The Trustee that acts as initial Delaware Trustee represents
and  warrants to the Trust and to the Sponsor at the date of this
Declaration,  and each Successor Delaware Trustee represents  and
warrants  to  the  Trust  and the Sponsor  at  the  time  of  the
Successor  Delaware  Trustee's acceptance of its  appointment  as
Delaware Trustee, that:

     (a)    The Delaware Trustee is a Delaware corporation,  duly
organized, validly existing and in good standing under  the  laws
of the State of Delaware, with power and authority to execute and
deliver,  and to carry out and perform its obligations under  the
terms of, the Declaration;

     (b)     the  execution,  delivery  and  performance  by  the
Delaware  Trustee of the Declaration has been duly authorized  by
all  necessary  corporate  action on the  part  of  the  Delaware
Trustee.  The Declaration has been duly executed and delivered by
the  Delaware  Trustee, and it constitutes  a  legal,  valid  and
binding  obligation of the Delaware Trustee, enforceable  against
it   in   accordance  with  its  terms,  subject  to   applicable
bankruptcy,  reorganization, moratorium,  insolvency,  and  other
similar laws affecting creditors' rights generally and to general
principles  of equity and the discretion of the court (regardless
of  whether the enforcement of such remedies is considered  in  a
proceeding in equity or at law);

     (c)     No   consent,  approval  or  authorization  of,   or
registration  with  or notice to, any State  or  Federal  banking
authority  is required for the execution, delivery or performance
by the Delaware Trustee of the Declaration; and

     (d)     the  execution,  delivery  and  performance  of  the
Declaration  by  the Delaware Trustee does not conflict  with  or
constitute a breach of the Articles of Organization or By-laws of
the Delaware Trustee; and

     (e)    The  Delaware Trustee is a natural person  who  is  a
resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State  of
Delaware.

                          ARTICLE XIII

                         MISCELLANEOUS

SECTION XIII.1  NOTICES.

     All  notices  provided for in this Declaration shall  be  in
writing,  duly signed by the party giving such notice, and  shall
be  delivered,  telecopied or mailed by registered  or  certified
mail, as follows:

     (a)   if given to the Trust, in care of the Regular Trustees
at  the  Trust's mailing address set forth below (or  such  other
address  as  the Trust may give notice of to the Holders  of  the
Securities):

          Ingersoll-Rand Financing I
          c/o Ingersoll-Rand Company
          200 Chestnut Ridge Road
          Woodcliff Lake, New Jersey 07675
          Attn:  Corporate Secretary

     (b)    if  given  to the Delaware Trustee,  at  the  mailing
address  set  forth  below  (or such other  address  as  Delaware
Trustee may give notice of to the Holders of the Securities):

          First Chicago Delaware Inc.
          300 King Street
          Wilmington, DE  19801
          Attention:  Corporate Trust Services

     (c)     if  given  to  the  Institutional  Trustee,  at  its
Corporate  Trust  Office  to  the attention  of  Corporate  Trust
Administration  (or  such  other  address  as  the  Institutional
Trustee may give notice of to the Holders of the Securities):

          The First National Bank of Chicago
          One First National Plaza
          Suite 0126
          Chicago, IL  60670-0126
          Attention:  Corporate Trust Services

     (d)    if  given to the Holder of the Common Securities,  at
the mailing address of the Sponsor set forth below (or such other
address as the Holder of the Common Securities may give notice to
the Trust):

          Ingersoll-Rand Company
          200 Chestnut Ridge Road
          Woodcliff Lake, New Jersey 07675
          Attn:  Corporate Secretary

     (e)   if given to any other Holder, at the address set forth
on the books and records of the Trust.

     All  such  notices shall be deemed to have been  given  when
received in person, telecopied with receipt confirmed, or  mailed
by  first class mail, postage prepaid except that if a notice  or
other document is refused delivery or cannot be delivered because
of a changed address of which no notice was given, such notice or
other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION XIII.2  GOVERNING LAW.

     This  Declaration  and the rights of the  parties  hereunder
shall be governed by and interpreted in accordance with the  laws
of  the  State of Delaware and all rights and remedies  shall  be
governed by such laws without regard to principles of conflict of
laws.

SECTION XIII.3  INTENTION OF THE PARTIES.

     It  is the intention of the parties hereto that the Trust be
classified  for United States federal income tax  purposes  as  a
grantor  trust.  The  provisions of  this  Declaration  shall  be
interpreted to further this intention of the parties.

SECTION XIII.4  HEADINGS.

     Headings  contained  in this Declaration  are  inserted  for
convenience   of   reference  only  and   do   not   affect   the
interpretation of this Declaration or any provision hereof.

SECTION XIII.5  SUCCESSORS AND ASSIGNS.

     Whenever  in this Declaration any of the parties  hereto  is
named  or  referred to, the successors and assigns of such  party
shall  be deemed to be included, and all covenants and agreements
in  this  Declaration by the Sponsor and the Trustees shall  bind
and  inure  to  the  benefit of their respective  successors  and
assigns, whether so expressed.

SECTION XIII.6  PARTIAL ENFORCEABILITY.

     If  any provision of this Declaration, or the application of
such  provision  to  any Person or circumstance,  shall  be  held
invalid, the remainder of this Declaration, or the application of
such  provision to persons or circumstances other than  those  to
which it is held invalid, shall not be affected thereby.

SECTION XIII.7  COUNTERPARTS.

     This  Declaration may contain more than one  counterpart  of
the  signature page and this Declaration may be executed  by  the
affixing of the signature of each of the Trustees to one of  such
counterpart  signature  pages. All of such counterpart  signature
pages  shall be read as though one, and they shall have the  same
force and effect as though all of the signers had signed a single
signature page.

SECTION XIII.8  REMARKETING

          (a)    The  Debenture  Issuer will request,  not  later
than  15  nor more than 30 calendar days prior to the Remarketing
Date  that  the  Clearing Agency notify the  Holders  of  Capital
Securities and the Holders of Income PRIDES and Growth PRIDES  of
the Remarketing and of the procedures that must be followed if  a
Holder  of  Capital Securities wishes to exercise  such  Holder's
rights  with  respect  to the Put Option if  there  is  a  Failed
Remarketing.

          (b)   Not later than 5:00 P.M., New York City time,  on
the   fifth  Business  Day  immediately  preceding  the  Purchase
Contract  Settlement Date, each Holder of the Capital  Securities
may  elect  to  have  Capital  Securities  held  by  such  Holder
remarketed.    Under   Section  5.4  of  the  Purchase   Contract
Agreement,  Holders of Income PRIDES that do not give  notice  of
intention  to  make a Cash Settlement of their  related  Purchase
Contract shall be deemed to have consented to the disposition  of
the  Capital  Securities comprising a component  of  such  Income
PRIDES.   Holders of Capital Securities that are not a  component
Income  PRIDES shall give notice of their election to  have  such
Capital Securities remarketed to the Custodial Agent pursuant  to
the Pledge Agreement.  Any such notice shall be irrevocable after
5:00  p.m.  New  York  City  time  on  the  fifth  Business   Day
immediately preceding the Purchase Contract Settlement  Date  and
may not be conditioned upon the level at which the Reset Rate  is
established.   Promptly after 5:30 P.M., New York City  time,  on
such fifth Business Day, the Institutional Trustee, based on  the
notices received by it prior to such time (including notices from
the  Purchase Contract Agent as to Purchase Contracts  for  which
cash  settlement has been elected), shall notify the  Trust,  the
Sponsor  and  the  Remarketing Agent of  the  number  of  Capital
Securities to be tendered for purchase.

          (c)    If any Holder of Income PRIDES, does not give  a
notice  of  its intention to make a Cash Settlement  or  gives  a
notice of election to tender Capital Securities, as described  in
Section  13.8(b), the Capital Securities of such Holder shall  be
deemed  tendered, notwithstanding any failure by such  Holder  to
deliver  or  properly  deliver such  Capital  Securities  to  the
Remarketing Agent for purchase.

          (d)     The  right  of  each  Holder  to  have  Capital
Securities  tendered for purchase shall be limited to the  extent
that (i) the Remarketing Agent conducts a remarketing pursuant to
the  terms  of the Remarketing Agreement, (ii) Capital Securities
tendered   have  not  been  called  for  redemption,  (iii)   the
Remarketing  Agent is able to find a purchaser or purchasers  for
tendered Capital Securities and (iv) such purchaser or purchasers
deliver the purchase price therefor to the Remarketing Agent.

          (e)    On  the Remarketing Date, the Remarketing  Agent
shall  use commercially reasonable efforts to remarket at a price
equal  to  100.5%  of the aggregate liquidation  amount  thereof,
Capital Securities tendered or deemed tendered for purchase.

          (f)    If  none  of the Holders elect to  have  Capital
Securities held by them remarketed, the Reset Rate shall  be  the
rate determined by the Remarketing Agent, subject to the terms of
the  Remarketing  Agreement, as the rate  that  would  have  been
established had a remarketing been held on the Remarketing Date.

          (g)    If the Remarketing Agent has determined that  it
will  be  able  to remarket all Capital Securities,  tendered  or
deemed  tendered prior to 4:00 P.M., New York City time,  on  the
Remarketing Date, the Remarketing Agent shall determine the Reset
Rate,  which shall be the rate per annum (rounded to the  nearest
one-thousandth  (0.001)  of  one percent  per  annum)  which  the
Remarketing  Agent  determines,  subject  to  the  term  of   the
Remarketing Agreement, to be the lowest rate per annum that  will
enable  it to remarket all Capital Securities tendered or  deemed
tendered for remarketing.

          (h)    If,  by  4:00 P.M., New York City time,  on  the
Remarketing Date, the Remarketing Agent is unable to remarket all
Capital  Securities tendered or deemed tendered for  purchase,  a
failed remarketing ("Failed Remarketing") shall be deemed to have
occurred  and the Remarketing Agent shall so advise by  telephone
the  Collateral  Agent, Debenture Issuer, Institutional  Trustee,
Delaware Trustee and Clearing Agency.

          (i)    By approximately 4:30 P.M., New York City  time,
on  the  Remarketing Date, provided that there  has  not  been  a
Failed  Remarketing,  the  Remarketing  Agent  shall  advise,  by
telephone   (i)   the   Collateral   Agent,   Debenture   Issuer,
Institutional  Trustee, Delaware Trustee and Clearing  Agency  of
the  Reset  Rate determined in the Remarketing and the number  of
Capital  Securities sold in the remarketing, (ii) each  purchaser
(or  the  Clearing Agency Participant thereof) of the Reset  Rate
and  the  number  of  Capital Securities  such  purchaser  is  to
purchase  and  (iii) each purchaser to give instructions  to  its
Clearing  Agency  Participant to pay the purchase  price  on  the
Purchase  Contract  Settlement Date in  same  day  funds  against
delivery   of  the  Capital  Securities  purchased  through   the
facilities of the Clearing Agency.

          (j)    In  accordance with the Clearing Agency's normal
procedures,  on  the  Purchase  Contract  Settlement  Date,   the
transactions  described  above  with  respect  to  each   Capital
Security tendered for purchase and sold in the remarketing  shall
be  executed through the Clearing Agency, and the accounts of the
respective  Clearing  Agency Participants shall  be  debited  and
credited  and such Capital Securities delivered by book entry  as
necessary   to  effect  purchases  and  sales  of  such   Capital
Securities.  The Clearing Agency shall make payment in accordance
with its normal procedures.

          (k)    If any Holder selling Capital Securities in  the
remarketing  fails  to  deliver  such  Capital  Securities,   the
Clearing  Agency Participant of such selling Holder  and  of  any
other person that was to have purchased Capital Securities in the
remarketing  may  deliver to any such other person  a  number  of
Capital  Securities  that  is less than  the  number  of  Capital
Securities that otherwise was to be purchased by such person.  In
such  event, the number of Capital Securities to be so  delivered
shall  be  determined  by such Clearing Agency  Participant,  and
delivery  of  such  lesser  number of  Capital  Securities  shall
constitute good delivery.

          (l)    The  Remarketing  Agent  is  not  obligated   to
purchase  any  Capital  Securities that  would  otherwise  remain
unsold  in  a  remarketing.  Neither the Trust, any Trustee,  the
Sponsor nor the Remarketing Agent shall be obligated in any  case
to   provide  funds  to  make  payment  upon  tender  of  Capital
Securities for remarketing.

          (m)    The  tender and settlement procedures set  forth
in  this  Section  13.8,  including  provisions  for  payment  by
purchasers  of  Capital Securities in the remarketing,  shall  be
subject  to  modification, notwithstanding any provision  to  the
contrary set forth in Article 11, to the extent required  by  the
Clearing  Agency  or  if  the  book-entry  system  is  no  longer
available  for  the  Capital  Securities  at  the  time  of   the
remarketing,  to  facilitate  the tendering  and  remarketing  of
Capital  Securities  in  certificated  form.   In  addition,  the
Remarketing  Agent  may, notwithstanding  any  provision  to  the
contrary   set  forth  in  Article  11,  modify  the   settlement
procedures set forth herein in order to facilitate the settlement
process.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused  these
presents  to  be  executed as of the day  and  year  first  above
written.

                              ___________________________________
                              __________
                              Ronald G. Heller,
                                as Regular Trustee

                              ___________________________________
                              __________
                              Patricia Nachtigal,
                                as Regular Trustee

                              ___________________________________
                              __________
                              Nancy Casablanca,
                                as Regular Trustee

                              FIRST CHICAGO DELAWARE INC.,
                                as Delaware Trustee

                              By ________________________________
                              Name:
                              Title:

                              THE FIRST NATIONAL BANK OF CHICAGO,
                                as Institutional Trustee

                              By ________________________________
                              Name:
                              Title:

                              INGERSOLL-RAND COMPANY,
                                as Sponsor

                              By _______________________________
                              Name:
                              Title:

                          EXHIBIT A-1
              FORM OF CAPITAL SECURITY CERTIFICATE

     [IF THE Capital Security IS TO BE A GLOBAL CERTIFICATE
INSERT - This
Capital Security is a Global Certificate within the meaning of
the Declaration hereinafter referred to and is registered in the
name of The Depository Trust Company (the "Depositary") or a
nominee of the Depositary. This Capital Security is exchangeable
for Capital Securities registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of
this Capital Security (other than a transfer of this Capital
Security as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary) may be registered except in
limited circumstances.

     Unless this Capital Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the Trust or its agent for registration of
transfer, exchange or payment, and any Capital Security issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]

Certificate Number _________      Number of Capital Securities
                                            CUSIP NO. ___________

           Certificate Evidencing Capital Securities
                               of
                   Ingersoll-Rand Financing I

                   ____%  Capital Securities
         (liquidation amount $25 per Capital Security)

     Ingersoll-Rand Financing I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"),
hereby certifies that __________ (the "Holder") is the registered
owner of__________ Capital Securities of the Trust
representing undivided beneficial ownership interests in the
assets of the Trust designated as the 6.22%  Capital Securities
(liquidation amount $25 per capital security) (the "Capital
Securities"). The Capital Securities are transferable on the
books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the
Capital Securities represented hereby are issued and shall in all
respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of March 23, 1998, as
the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to
the benefits of the Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Guarantee and
the Indenture to a Holder without charge upon written request to
the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
     
     By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and
the Capital Securities as evidence of indirect beneficial
ownership in the Debentures.
IN WITNESS WHEREOF, the Trust has executed this certificate this
23rd day of March, 1998.
                          
                              INGERSOLL-RAND FINANCING I
                          
                              By: ___________________________
                              Name: _________________________
                              Title:  Regular Trustee
                              
                         
                 [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be fixed
at a rate per annum of 6.22% until May 15, 2001, and at the Reset
Rate thereafter (the "Coupon Rate") of the stated liquidation
amount of $25 per Capital Security, such rate being the rate of
interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at the
rate of 6.22% until  May 15, 2001, and at the Reset Rate
thereafter (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions
and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made
in respect of the Debentures held by the Institutional Trustee
and to the extent the Institutional Trustee has funds available
therefor. The amount of Distributions payable for any period will
be computed for any full quarterly Distribution period on the
basis of a 360-day year consisting of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period
for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per
30-day month.

     Except as otherwise described below, Distributions on the
Capital Securities will be cumulative, will accrue from the date
of original issuance and will be payable quarterly in arrears, on
February 16, May 16, August 16 and November 16 of each year,
commencing on May 16, 1998, to holders of record, if in
book-entry only form, one Business Day prior to such payment
date, which payment dates shall correspond to the interest
payment dates on the Debentures. In the event that the Capital
Securities are not in book-entry form, the Regular Trustees will
have the right to select relevant record dates, which will be
more than one Business Day but less than 60 Business Days prior
to the relevant payment dates.  The Debenture Issuer has the
right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the
Debentures for a period not exceeding beyond the date of maturity
of the Debentures (each an "Extension Period") and, as a
consequence of such deferral, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will
continue to accrue with interest thereon at the rate of 6.22%
until May 15, 2001, and at the Reset Rate thereafter, compounded
quarterly during any such Extension Period (to the extent
permitted by applicable law). Payments of accrued Distributions
will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of
the Extension Period. Upon the termination of any Extension
Period and the payment of all amounts then due, the Debenture
Issuer  may commence a new Extension Period; provided that such
Extension Period together with all such previous and further
extensions thereof may not exceed beyond the maturity date of the
Debenture.

     The Capital Securities shall be redeemable as provided in
the Declaration.
                   OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs
the Trust to repay $_____ stated liquidation amount of the within
Capital Security, pursuant to its terms, on the "Put Option
Exercise Date," together with distributions thereon accrued but
unpaid to the date of repayment, to the undersigned at:
                                        
(Please print or type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the
Declaration, a new Capital Security or Capital Securities
representing the remaining stated liquidation amount of this
Capital Security.

For this Option to Elect Repayment to be effective, the within
Capital Security with this Option to Elect Repayment duly
completed must be received by the Trust at the Corporate Trust
Office of the Institutional Trustee at The First National Bank of
Chicago, One First National Plaza, Suite 0126, Chicago, IL 60670-
0126, Attention: Corporate Trust Administration.

Dated:                        Signature:_________________________

                              Signature Guarantee: ______________


Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the within
Capital Security in every particular without alternation or
enlargement or any change whatsoever.

                           ASSIGNMENT


FOR  VALUE  RECEIVED, the undersigned assigns and transfers  this
Capital Security Certificate to:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________

(Insert assignee's social security or tax identification number)
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________

           (Insert address and zip code of assignee)

and irrevocably appoints
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
agent  to transfer this Capital Security Certificate on the books
of  the Trust. The agent may substitute another to act for him or
her.

Date: ____________________________________

                              Signature: __________________________

                              Signature Guarantee: ________________

(Sign exactly as your name appears on the other side of this  Cap
ital Security Certificate)
                           EXHIBIT A-2
               FORM OF COMMON SECURITY CERTIFICATE


          THE  COMMON SECURITIES MAY ONLY BE TRANSFERRED  BY  THE
DEBENTURE ISSUER AND ANY RELATED PARTY TO THE DEBENTURE ISSUER OR
A  RELATED PARTY OF THE DEBENTURE ISSUER; PROVIDED THAT, ANY SUCH
TRANSFER   IS  SUBJECT  TO  THE  CONDITION  PRECEDENT  THAT   THE
TRANSFEROR  OBTAIN  THE WRITTEN OPINION OF NATIONALLY  RECOGNIZED
INDEPENDENT  COUNSEL  EXPERIENCED  IN  SUCH  MATTERS  THAT   SUCH
TRANSFER WOULD NOT CAUSE:

          (I)   THE  TRUST  TO  BE CLASSIFIED FOR  UNITED  STATES
     FEDERAL  INCOME TAX PURPOSES AS OTHER THAN A GRANTOR  TRUST;
     AND

          (II)   THE  TRUST  TO BE AN INVESTMENT COMPANY  OR  THE
     TRANSFEREE TO BECOME AN INVESTMENT COMPANY.

Certificate Number________________ Number of Common Securities
           Certificate Evidencing Common Securities
                               of
                   Ingersoll-Rand Financing I

                    6.22%  Common Securities
          (liquidation amount $25 per Common Security)

     Ingersoll-Rand  Financing  I,  a  statutory  business  trust
created   under the laws of the State of Delaware (the  "Trust"),
hereby  certifies that Ingersoll-Rand Company (the  "Holder")  is
the  registered owner of 497,939 common securities of  the  Trust
representing  undivided  beneficial ownership  interests  in  the
assets  of  the  Trust designated as the 6.22% Common  Securities
(liquidation  amount  $25  per  common  security)  (the   "Common
Securities"). The Common Securities are transferable on the books
and  records  of  the Trust, in person or by  a  duly  authorized
attorney, upon surrender of this certificate duly endorsed and in
proper  form  for transfer. The designation, rights,  privileges,
restrictions, preferences and other terms and provisions  of  the
Common Securities represented hereby are issued and shall in  all
respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of March 23_, 1998, as
the  same  may  be amended from time to time (the "Declaration").
Capitalized  terms  used herein but not defined  shall  have  the
meaning given them in the Declaration. The Holder is entitled  to
the benefits of the Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Guarantee and
the Indenture to a Holder without charge upon written request  to
the Sponsor at its principal place of business.

     Upon  receipt of this certificate, the Sponsor is  bound  by
the Declaration and is entitled to the benefits thereunder.

     By acceptance, the Holder agrees to treat, for United States
federal  income tax purposes, the Debentures as indebtedness  and
the   Common   Securities  as  evidence  of  indirect  beneficial
ownership in the Debentures.

     IN  WITNESS WHEREOF, the Trust has executed this certificate
this 23rd day of March, 1998.

                              INGERSOLL-RAND FINANCING I


                              By: ________________________
                              Name: ______________________
                              Title:  Regular Trustee

                 [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be  fixed
at  a  rate per annum of 6.22% until ________, 2001, and  at  the
Reset   Rate  thereafter  (the  "Coupon  Rate")  of  the   stated
liquidation  amount of $25 per Common Security, such  rate  being
the  rate of interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears for more than one
quarter  will bear interest thereon compounded quarterly  at  the
rate  of  6.22%  until  May  15, 2001,  and  at  the  Reset  Rate
thereafter (to the extent permitted by applicable law). The  term
"Distributions"  as used herein includes such cash  distributions
and  any  such  interest  payable  unless  otherwise  stated.   A
Distribution is payable only to the extent that payments are made
in  respect  of the Debentures held by the Institutional  Trustee
and  to  the extent the Institutional Trustee has funds available
therefor. The amount of Distributions payable for any period will
be  computed  for any full quarterly Distribution period  on  the
basis  of  a  360-day year of twelve 30-day months, and  for  any
period  shorter  than  a full quarterly Distribution  period  for
which  Distributions are computed, Distributions will be computed
on  the  basis  of the actual number of days elapsed  per  30-day
month.

     Except  as otherwise described below, distributions  on  the
Common  Securities will be cumulative, will accrue from the  date
of original issuance and will be payable quarterly in arrears, on
February  16,  May 16, August 16 and November 16, of  each  year,
commencing on May 16, 1998, to Holders of record one Business Day
prior to such payment dates, which payment dates shall correspond
to  the  interest payment dates on the Debentures. The  Debenture
Issuer  has  the right under the Indenture to defer  payments  of
interest  by extending the interest payment period from  time  to
time on the Debentures for a period not exceeding beyond the date
of  maturity of the Debentures (each an "Extension Period")  and,
as  a  consequence of such deferral, Distributions will  also  be
deferred.  Despite  such deferral, quarterly  Distributions  will
continue to accrue with interest thereon (to the extent permitted
by  applicable law) at the rate of 6.22% until May 15, 2001,  and
at  the  Reset Rate thereafter, compounded quarterly  during  any
such Extension Period. Payments of accrued Distributions will  be
payable to Holders as they appear on the books and records of the
Trust  on  the  first record date after the end of the  Extension
Period.  Upon  the termination of any Extension  Period  and  the
payment  of  all  amounts  then due,  the  Debenture  Issuer  may
commence  a  new Extension Period; provided, that such  Extension
Period  together  with all such previous and  further  extensions
thereof  may  not  exceed  beyond  the  maturity  date   of   the
Debentures.

     The Common Securities shall be redeemable as provided in the
Declaration.
                   OPTION TO ELECT REPAYMENT

     The  undersigned hereby irrevocably requests  and  instructs
the Trust to repay $_____ stated liquidation amount of the within
Common  Security,  pursuant  to its terms,  on  the  "Put  Option
Exercise  Date," together with distributions thereon accrued  and
unpaid to the date of repayment, to the undersigned at:
_________________________________________________
(Please print or type Name and Address of the Undersigned)

and  to  issue to the undersigned, pursuant to the terms  of  the
Declaration,   a   new  Common  Security  or  Common   Securities
representing  the  remaining stated liquidation  amount  of  this
Common Security.

For  this  Option to Elect Repayment to be effective, the  within
Common  Security  with  this  Option  to  Elect  Repayment   duly
completed  must  be received by the Trust at the Corporate  Trust
Office of the Institutional Trustee at The First National Bank of
Chicago, One First National Plaza, Suite 0126, Chicago, IL 60670-
0126, Attention: Corporate Trust Administration.

Dated:_______________         Signature: ________________________

                              Signature Guarantee: ________________


Note:  The  signature  to  this Option to  Elect  Repayment  must
correspond  with the name as written upon the face of the  within
Common  Security  in  every  particular  without  alternation  or
enlargement or any change whatsoever.

                           ASSIGNMENT


FOR  VALUE  RECEIVED, the undersigned assigns and transfers  this
Common Security Certificate to:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(Insert assignee's social security or tax identification number)
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
           (Insert address and zip code of assignee)

and irrevocably appoints

___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
agent  to transfer this Common Security Certificate on the  books
of  the Trust. The agent may substitute another to act for him or
her.

Date: ____________________________________


                              Signature: ________________________

                              Signature Guarantee: _______________


(Sign exactly as your name appears on the other side of this  Com
mon Security Certificate)

                           EXHIBIT B

                     SPECIMEN OF DEBENTURE

                            EXHIBIT C
                                
                     UNDERWRITING AGREEMENT